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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1999
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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
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The aggregate market value of the Registrant's Common Stock held
by nonaffiliates on September 23, 1999 (based upon the closing
price of such stock as of such date) was $915,934,996.
As of September 23, 1999, 22,199,754 shares of the Registrant's
Common Stock were outstanding.
Portions of the Registrant's 1999 Annual Report to Stockholders
are incorporated by reference in Parts I, II and IV of this
Report. Portions of the Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders to be held on October 27,
1999 are incorporated by reference in Part III of this Report.
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PART I
Item 1. BUSINESS
Dionex Corporation* designs, manufactures, markets and
services analytical instrumentation and related accessories and
chemicals. The Company's products are used to analyze chemical
substances in the environment and in a broad range of industrial
and scientific applications. Since July 1, 1998, there have been
no material changes in the mode of conducting the business of the
Company.
Industry Segment Information
The Company operates in a single industry segment
consisting of analytical instruments and related services.
Products
Dionex develops, manufactures, markets and services a
range of chromatography systems, sample preparation devices and
related products that are used by chemists to separate and
quantify the individual components of complex chemical mixtures
in many major industrial, research and laboratory markets.
Typically, the Company's chromatography systems consist of
several components including a specially designed liquid pumping
and flow system, a sample injection system, a separator column, a
suppressor or other post-column device, a detector and a data
collection and analysis system. These components are designed to
be modular so that systems can be configured to meet the
particular analytical requirements of individual customers.
Moreover, individual components may be sold separately to
existing customers that wish to expand their systems.
The Company's chromatography systems are currently
focused in several product areas: ion chromatography (IC), high
performance liquid chromatography (HPLC) and sample extraction.
In addition to these product areas, the Company develops and
manufactures columns, detectors, data analysis systems and other
products. Each of these product areas is described below.
Ion Chromatography and HPLC - Ion Chromatography is a form of
chromatography that separates ionic (charged) molecules, usually
found in water-based solutions, and typically separates and
detects them based on their electrical conductivity. The sale of
Dionex IC systems and related columns, suppressors, detectors,
automation and other products accounts for a majority of the
Company's revenues.
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* Unless the context otherwise requires, the terms
"Dionex" and "the Company" as used herein include
Dionex Corporation, a Delaware corporation, and its
subsidiaries. Dionex was initially incorporated
in California in 1980. In 1986, the Company
reincorporated in Delaware.
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Dionex IC products are used in a wide range of
applications, including environmental monitoring, corrosion
monitoring, evaluation of raw materials, quality control of
industrial processes, quality control of pharmaceutical and
industrial products, research and development, and regulation of
the chemical composition of food, beverage and cosmetic products.
Major customers include environmental testing laboratories, life
science and food companies, chemical and petrochemical firms,
power generating facilities, electronics manufacturers,
government agencies and academic institutions.
HPLC is a form of chromatography that separates molecules
such as proteins, carbohydrates, amino acids, pharmaceuticals and
chemicals and identifies them by measuring the amount of light
that the molecules absorb or emit when exposed to a light source.
The Company's customers include biological research and
biotechnology groups, pharmaceutical and other industrial
companies.
DX-120 IC System
In fiscal 1996, the Company introduced the DX-120, a
cost-effective IC system for customers that need simple,
dedicated instrumentation for routine ion analysis. The DX-120
was designed for improved reliability and automation, allowing
for quick set-up, simple operation and high quality isocratic
performance. The DX-120 is marketed worldwide.
DX-500 IC and HPLC Systems
In fiscal 1994, the Company first introduced the DX-500
Series of chromatography systems for IC and HPLC in the North
American and European markets. In fiscal 1995, the DX-500 line
was introduced in Japan and is now marketed worldwide. The
modular, high performance system offers various configurations
designed to meet the needs of numerous IC and HPLC applications.
The DX-500 Series offers both quaternary gradient and isocratic
pump capabilities, in either PEEK (polyetheretherketone) or
stainless steel and several detection modes based on
conductivity, electrochemistry and optical absorbance. This
versatility of detection and pumping capabilities allows
customers to perform a wide range of IC and HPLC applications.
In fiscal 1997, the Company introduced the LC25 oven, an oven
that features both conductive and convective heating to
facilitate temperature control of columns, cells and suppressors.
In fiscal 1998,the Company enhanced the DX-500 product line by
introducing the GP50 and IP25 pumps. These pumps are the second
generation of pumps in the DX-500 product line and are designed
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to provide more reliable flow and gradient accuracy and
precision. In fiscal 1998, the Company introduced the EG40
Eluent Generator, a module for use with the DX-500 system. The
EG40 generates high-purity eluents on-line using only deionized
water as the carrier. The benefits of the on-line eluent
generation is improved results by eliminating interferences,
enhancing sensitivity and providing greater flexibility.
In March 1999, the Company introduced the AAA-DirectTM Amino Acid
Analysis system based on the DX-500 platform, which greatly
simplifies the separation of amino acids along with amino sugars,
phospho-amino acids and simple sugars. Unlike other products,
the AAA-Direct can accomplish this in a single run without any
pre-column or post-column derivitization.
Summit HPLC System
In October 1998, the Company significantly broadened and
strengthened its HPLC product offering with the acquisition of
Softron GmbH, a privately held German company, and our subsequent
introduction of the SummitTM HPLC System and CHROMELEONTM
Software in March 1999. The latest in HPLC instrumentation and
chromatography software, these new products combine advanced pump
technology, a high performance autosampler and a variety of high
sensitivity detectors with the most powerful and flexible data
system available. The Summit HPLC System includes a versatile
P580 dual piston pump designed for both high pressure and low
pressure gradient capabilities. The Summit product line also
includes a high sensitivity UV-VIS absorbance detector, the
UVD 170S detector, and a world-class photodiode array detector,
the UVD 340S.
Process Instrumentation
In fiscal 1998, the Company began shipping the DX-800, the
next generation continuous on-line monitoring system. The DX-800
uses industry standard PC-based automation, similar to that used
in laboratory chromatography. Major applications for the
Company's DX-800 are in the power industry for the continuous
monitoring of corrosive contaminants in boiler water, the
semiconductor industry for continuous monitoring of contaminants
in high purity water and continuous monitoring of biological and
chemical synthesis processes. The DX-800 is marketed worldwide.
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Sample Extraction - The Company offers the ASE? 200 system for
automated sample extraction. In fiscal 1995, the Company
introduced this new extraction technology called Accelerated
Solvent Extraction or ASE. The ASE 200 system extracts solid
samples using common solvents at elevated temperatures and
pressures. The ASE 200 system extracts solid samples in an
automated fashion using the same solvents used in traditional
soxhlet techniques. Competitive techniques include soxhlet,
sonication, microwave extraction and supercritical fluid
extraction. The ASE 200 system offers several advantages over
other solvent based extraction techniques including lower solvent
consumption, reduced extraction time, higher throughput through
automation and ease of use. ASE 200 systems are used worldwide
for a number of environmental, industrial and food and beverage
applications. In fiscal 1997, the Company enhanced its ASE 200
system by introducing the ASE 200 Solvent Controller Module,
which automates the delivery of multiple solvents to the ASE 200
system, and Auto ASE, an add-on software feature which allows
control of up to eight ASE 200 systems from one location, as well
as methods storage and documentation. In fiscal 1999, the
Company introduced several new applications for the ASE 200.
These applications include time and labor savings for the
extraction of polymers and environmental samples.
Automation Products - As part of its efforts to make chemical
analyses simpler, faster and more reliable, Dionex offers a
family of products that automate sample handling, system
operation and data analysis for chromatography systems. These
products include PeakNet, PeakNet PA for Process Analysis and
CHROMELEON. In addition, several automated sample injection
modules are available for IC and HPLC applications.
In fiscal 1994, the PeakNet PC-based Chromatography
Workstation was introduced. PeakNet is the Company's latest
release of Windows-based applications for chromatography.
PeakNet Workstations are multi-featured, high performance
computer systems that automate control, data acquisition,
analysis and reporting for the DX-120, DX-500 and DX-800 systems.
In fiscal 1996, the Company introduced PeakNet 4.3, which offered
new capabilities including data smoothing options to reduce noise
and enhanced reporting formats to meet the changing documentation
requirements of our customers. In fiscal 1997, the Company
introduced its latest version of the software, PeakNet 5.0, a new
generation 32-bit automation product designed for use with
Windows 95 and Windows NT. In fiscal 1998, the Company enhanced
its PeakNet chromatography software by introducing PeakNet 5.1.
This release added new capabilities to the PeakNet software,
including full control and support of the EG40 and enhanced
reporting capabilities.
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The Company introduced in fiscal 1999, as part of the
Summit HPLC system, the CHROMELEON Chromatography Data System.
Chromeleon is a 32-bit application designed to run on Windows 95,
98 and Windows NT and even mixed platforms. CHROMELEON operates
most liquid and gas chromatography systems from a single user
interface. It is an easy to use, flexible data system with a
built-in SQL database and client/server architecture.
In fiscal 1994, the universal interface (UI20) module was
added to PeakNet. It allows PeakNet workstations to accept data
from other Dionex instruments, as well as instruments
manufactured by other vendors. A revision of the PeakNet
software was also introduced at that time to support the new
interfacing capabilities.
In fiscal 1994, the Company introduced the AS40 Automated
Sample Injection module (AS40). The AS40 is a low-cost, metal-
free, rugged automated sample loading device designed especially
for ion chromatography applications. The AS40 can be used with
the DX-120 and DX-500 series.
In September 1998, the Company introduced the AS50 Auto-
Select Autosampler for use with the DX-500 ion chromatography
system. The AS50 Autosampler is a high-performance, random vial
access autosampler with automated sample preparation.
The Company also introduced the Gina 50 autosampler as part
of the Summit HPLC system. The Gina 50 offers an innovative
"split-loop" injection system that provides for accurate and
highly reproducible injections. The removable carousels and
programmable needle depth allows the Gina 50 to accommodate a
variety of sample vials and sizes.
Columns and Suppressors - A chromatography column generally
consists of a hollow cylinder packed under high pressure with a
chemical resin. The column's function is to separate various
chemical components in a sample. The Company develops and
manufactures its own resins using proprietary processes. Dionex
currently manufactures and markets a broad range of column types
designed for particular applications in the liquid chromatography
market.
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Several consumable products were introduced in fiscal 1999,
including two anion exchange columns, the IonPac(r) AS16 and the
IonPac AS17. The IonPac AS17 column separates analytes in water
faster, more selectively and more reliably than other columns on
the market. The IonPac AS16 performs rapid isocratic separation of
polarizable anions without the use of solvents or other eluent
modifiers. Both columns are designed to enhance performance when
used with our EG40 Eluent Generator. In addition, the Company
introduced two cation exchange columns, the ProPacTM WCX-10 and
ProPac SCX-10, to analyze proteins with small differences in
charge. The columns are ideal for the characterization or quality
control of closely related proteins in biotechnology,
pharmaceutical and food and beverage applications.
These products follow a steady stream of columns and
chemistries introduced in the previous two years, including the
AS11-HC, IonPac AS15, IonPac ICE-Borate, IonPac AS9-HC and IonPac
CS15. These products cover a range of applications.
In addition to columns, Dionex manufactures suppressors that
are used to enhance detection in ion chromatography. The Company
has proprietary positions in the technology of suppression used in
ion chromatography as well as in the application of suppression
techniques. The Company's suppressors lower background
conductivity while allowing separations using higher capacity
columns and more concentrated eluents (liquids used to carry a
sample through a liquid chromatography system). In fiscal 1993,
Dionex enhanced its suppression technology with the introduction of
a new AutoSuppression product. The product, called the Self-
Regenerating Suppressor (SRSTM), enhances IC performance while
operating with low maintenance requirements. In fiscal 1997, the
Company introduced the SRS-II, designed to allow use with a wide
range of solvents at various temperatures.
In fiscal 1998, the Company introduced the SRS-Ultra, the next
generation in the SRS line of suppressors. The SRS-Ultra provides
superior performance for trace level ion chromatography.
Detectors - Detectors are used to measure the quantity of various
sample components after they have been separated in a
chromatography column. Dionex currently offers several detector
products based on conductivity, electrochemistry, fluorescence and
absorbance, including a photodiode array detector introduced in
1995. This range of detectors is designed to meet customer
requirements for analysis of organics, inorganics, metals, amino
acids, biological compounds and pharmaceuticals. The Company
introduced as part of the Summit HPLC system, the UVD 170S and UVD
340S detectors. The UVD 170S simultaneously monitors four
wavelengths providing the highest sensitivity available in a multi-
channel UV-VIS detector. The UVD 340S is a technologically
advanced high sensitivity photodiode array detector for HPLC. The
UVD 340S offers high sensitivity without sacrificing spectral
resolution.
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Service and Other - The Company also generates revenue from its
Customer Service organization through service contracts, spare part
sales, customer training and sales of other products and services.
(See Technical Support, Installation and Service below.)
Marketing and Customers
The Company's market strategy is twofold. First, in those
applications where Dionex technology is well established, the
Company works to increase demand for its chromatography systems
through direct mailings, advertising in trade publications,
seminars and workshops, conferences and expositions, and direct
sales calls. Growth in these markets results from identifying new
customers in existing sales regions, extending geographic
penetration and increasing demand for the Company's products and
technical support capabilities among existing customers.
The second component of the Company's marketing strategy is to
work closely with existing and potential customers to develop new
applications. Technical support staff assist such customers in
problem definition, development of new applications needed to solve
problems and providing user training and ongoing user support. By
combining this support function with direct sales efforts, the
Company works to increase the range of applications and the
potential market for its products.
The Company currently markets and distributes its products and
services through its own sales force in the United Kingdom,
Germany, Italy, France, the Netherlands, Belgium, Switzerland,
Austria, Japan, Canada and the United States. In each of these
countries, the Company maintains one or more local sales offices in
order to service customers in regional markets. In other
international locations where it does not have a direct sales
force, the Company has developed a network of distributors and
sales agents.
The Company's products are used extensively in environmental
analysis and by the pharmaceutical, life science, biotechnology,
chemical, petrochemical, power generation, food and beverage and
electronics industries. Its customers include a number of the
largest industrial companies worldwide, as well as government
agencies, research institutions and universities. Geographically,
sales to customers outside of North America accounted for 62% of
consolidated sales in fiscal 1999, 57% of consolidated sales in
fiscal 1998 and 61% of consolidated sales in fiscal 1997. No
single customer accounted for 10% or more of the Company's sales in
fiscal 1999, 1998 or 1997.
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Demand for the Company's products is dependent upon the size
of the markets for its chromatography systems, the level of capital
expenditures of the Company's customers, the rate of
economic growth in the Company's major markets and competitive
considerations. There can be no assurances that the Company's
results of operations will not be adversely impacted by a change in
any of the factors listed above. The Company believes that demand
for its products does not exhibit any significant seasonal pattern.
Dionex manufactures its products based upon its forecast of
customer demand and maintains inventories of completed modules in
advance of receipt of firm orders from its customers. Orders are
generally placed by the customer on an as-needed basis, and
products are usually shipped within four to six weeks after receipt
of an order. Dionex does not maintain a substantial backlog, and
backlog as of any particular date may not be indicative of the
Company's actual sales in any succeeding period. The level of
backlog at June 30, 1999 was $23.7 million and at June 30, 1998 was
$18.4 million.
Competition
Competition in the Company's business segment is based upon
the performance capabilities of the analytical instrument,
technical support and after-market service, the manufacturer's
reputation as a technological leader and the selling price.
Management believes that performance capabilities are the most
important of these criteria. Customers measure system performance
in terms of sensitivity (the ability to discern minute quantities
of a particular sample component), selectivity (the ability to
distinguish between similar components), speed of analysis and the
breadth of samples that the system can effectively analyze.
Management believes that Dionex enjoys a favorable reputation in
terms of performance capabilities, technical support and service.
Companies competing with Dionex in the analytical instruments
market include Hewlett-Packard Company, Perkin-Elmer Company,
Varian Associates, Inc., Shimadzu Corporation, Thermo Instruments
and Waters Corporation. The Company believes no single competitor
has a dominant position in the analytical instruments market.
The Company believes it has a major position in IC, one of many
different analytical techniques. Dionex IC systems generally
compete with a number of analytical techniques used in identifying
and quantifying ionic and polar compounds. The two primary sources
of competition for ion chromatography are conventional manual and
automated wet chemistry procedures and certain modified liquid
chromatography systems. Some suppliers of liquid chromatography
systems have developed a single column ion chromatography (SCIC)
method that does not use a suppressor device. SCIC methods compete
favorably with Dionex ion chromatography for the analysis
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of a limited number of ions and in situations when chemical
composition of the sample is not complex or when high sensitivity
is not required. The introduction in 1993 by the Company of
AutoSuppression technology considerably improves the ease of use
of chemical suppression. In addition to SCIC products, the
Company's competitors also offer other products to compete in ion
analysis and chromatography products using technology similar to
that offered by the Company in earlier generation modules during
the 1980's.
Competitors of the Company in HPLC include such vendors as
Hewlett-Packard Company, Waters Corporation, Alltech Associates,
Lachat and other smaller companies. The Company's newly
introduced Summit HPLC system competes directly with other
manufacturers' HPLC systems in traditional HPLC applications.
Dionex believes that the Summit HPLC system has certain benefits
over competing systems, including advanced pump technology and a
high performance autosampler. Coupled with the CHROMELEON
software package, this system provides customers a state-of-the-
art HPLC system for their analytical needs.
The Company's DX-500 Series also competes directly with
other manufacturers' HPLC systems in certain traditional HPLC
applications. Dionex is a relatively new entrant in the highly
competitive HPLC and biological separations markets. Nonetheless,
management believes that the DX-500 Series has certain benefits
over competing systems, including a non-metallic flow path and
the capability of performing gradient ion chromatography, as well
as HPLC, on a single analytical system.
The Company's ASE 200 competes directly with standard
soxhlet, sonication, supercritical fluid extraction and microwave
extraction techniques provided by other companies. Management
believes that the ASE 200, has certain benefits compared to
competing techniques, including faster extraction time, reduced
solvent usage and built-in automation.
The Company believes that competition in the ion analysis
market will continue to increase in the future. Moreover, the
Company's entrance into the HPLC and sample extraction markets
has resulted in increased competition. Many of the companies
whose products compete with those of the Company have
substantially greater financial resources and larger technical
staffs and sales forces at their disposal. There can be no
assurances that the Company's marketing and sales efforts will
compete successfully against such other companies in the future.
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Patents and Licenses
The Company has an extensive patent portfolio covering
certain of the Company's products. The primary benefits of
patents are presently limited to the United States and certain
other foreign countries where patents have been issued.
As a matter of Company policy, the Company vigorously
protects its intellectual property rights and seeks patent
coverage on all developments that it regards as material and
patentable. However, there can be no assurances that any patents
held by the Company will not be challenged, invalidated or
circumvented or that the rights granted thereunder will provide
competitive advantages to the Company. The Company's patents,
including those licensed from others, expire on various dates
through 2011. The Company believes that, while its patent
portfolio has value, no single patent or patent application is in
itself essential and that the invalidity or expiration of any
single patent would not have a material adverse effect on its
business.
The Company regards its PeakNet and CHROMELEON software as
proprietary and relies on a combination of copyrights,
trademarks, trade secret laws and other proprietary rights, laws,
license agreements and other restrictions on disclosure, copying
and transferring title to protect its rights to its software
products. The Company has no patents covering its software, and
existing copyright laws afford only limited practical protection.
In addition, the laws of some foreign countries do not protect
the Company's proprietary rights to the same extent as do the
laws of the United States.
International Operations
Financial information about foreign and domestic operations
and export sales required by Item 1 of Form 10-K is incorporated
by reference to Note 12 of the Notes to Consolidated Financial
Statements at page 35 of the Registrant's 1999 Annual Report to
Stockholders. A copy of the applicable page is included as
Exhibit 13.1.
The Company has subsidiaries in the United Kingdom, Germany,
Italy, France, the Netherlands, Belgium, Switzerland, Austria,
Japan and Canada. The Company's foreign sales are affected by
fluctuations in currency exchange rates and by regulations
adopted by foreign governments. Export sales are subject to
certain controls and restrictions, but the Company has not
experienced any material difficulties related to these
limitations. There can be no assurances that the Company's
results of operation will not be adversely impacted by
fluctuations in currency exchange rates in the future.
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Manufacturing and Suppliers
The Company produces chemicals and resins and assembles
systems and components in its California manufacturing
facilities. The Company assembles the systems and components for
its Summit HPLC system in its German manufacturing facility.
Dionex has developed proprietary processes for the manufacture of
polystyrene-based resins and for packing columns with these
resins. The Company believes that its resins, columns and
suppressor manufacturing know-how are critical to the performance
and reliability of its chromatography systems. The Company
requires each employee to sign a nondisclosure agreement to
protect its proprietary processes. However, there can be no
assurances that these agreements will provide meaningful
protection or adequate remedies for the Company's proprietary
processes in the event of unauthorized use or disclosure.
The Company has emphasized a modular design for the
principal subsystems of its pumping flow systems, sample
injection systems, chromatography modules, detectors, and control
and data analysis systems. The Company believes that this
modular approach has enabled it to meet the wide range of system
configurations required by its customers while effectively
managing inventory levels.
Many components used in the Company's products, including
proprietary analog and digital circuitry, are manufactured by
Dionex. Other components, including packaging materials,
integrated circuits, microprocessors, microcomputers and certain
detector and data analysis modules, are acquired from other
manufacturers. Most of the raw materials, components and
supplies purchased by the Company are available from a number of
different suppliers; however, a number of items are purchased
from limited or single sources of supply, and disruption of these
sources could have a temporary adverse effect on shipments and
the financial results of the Company. The Company believes
alternative sources could ordinarily be obtained to supply these
materials, but a prolonged inability to obtain certain materials
or components could have an adverse effect on the Company's
financial condition or results of operations and could result in
damage to its relationship with its customers.
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Technical Support, Installation and Service
Users of the Company's chromatography systems require
substantial technical support before and after the system sale to
ensure that analysis problems are resolved. As part of its
support services, the Company's technical support staff provides,
typically at no additional cost, individual assistance in solving
chemical analysis problems. The Company offers training courses
and periodically sends its customers information on applications
development. Chromatography systems sold by the Company generally
include a one-year warranty, installation and certain user
training, all at no additional cost. Service contracts may be
purchased by customers to cover equipment no longer under
warranty. Service work not performed under warranty or service
contracts is performed on a time and materials basis. The
Company installs and services its products through its own field
service organization in the United Kingdom, Germany, Italy,
France, the Netherlands, Belgium, Switzerland, Austria, Japan,
Canada and the United States. Installation and service in other
foreign countries are typically provided by the Company's
distributors or agents.
Research and Development
The Company's research and development efforts are focused
on increasing the performance of its chromatography and other
products and expanding the number of chemical compounds that can
be analyzed efficiently with its products. Research and product
development expenditures were $14.8 million, $13.3 million and
$12.5 million in fiscal 1999, 1998 and 1997, respectively. The
Company pursues active development programs in the areas of
system hardware, applications, computer software, suppressors,
resin and column technologies. There can be no assurances that
the Company's product development efforts will be successful or
that the products developed will be accepted by the marketplace.
Environmental Laws and Regulations
Compliance by the Company with federal, state and local
environmental laws during fiscal 1999 had no material effect upon
capital expenditures, earnings or its competitive position.
Employees
Dionex had 799 employees at June 30, 1999, compared with 715
employees at June 30, 1998. The Company believes that its future
success depends in large part upon its continued ability to
attract and retain highly skilled employees.
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Item 2. PROPERTIES
As of September 20, 1999 the Company owned nine
Buildings in Sunnyvale, California, providing 252,000
square feet of space utilized for Administration,
Marketing, Sales, Service, Research and Product
Development and Manufacturing. The Company also owns a
building utilized for Sales, Service and Administration
in Idstein, Germany and a building for Manufacturing
and Administration in Germering, Germany. The Company
also owns a land leasehold right in Osaka, Japan where
the Company plans to construct a building.
The Company leases sales and service offices in:
Atlanta, Georgia; Houston, Texas; Westmont, Illinois;
Marlton, New Jersey; Sunnyvale, California; and in the
United Kingdom, Germany, France, Italy, the
Netherlands, Belgium, Switzerland, Austria, Japan and
Canada. In addition, the Company leases marketing and
research and development offices in Salt Lake City,
Utah.
The Company's facilities are well maintained, adequate
to conduct the Company's current business and
substantially utilized by the Company.
Several of the Company's properties are located in an
area under investigation by the California Regional
Water Quality Control Board (the "Water Board".) The
Water Board's investigation addresses the presence of
Certain volatile organic compounds in portions of the
Local groundwater system and focuses principally on the
activities of several other companies located near the
Company. The Water Board review has encompassed the
property acquired by the Company in July 1986. The
Company believes that any remedial work affecting the
subject property will be performed by or at the expense
of other parties responsible for any release of
chemicals onto the property, or at the expense of the
previous owner of the property. As a result,
management believes that any action required by the
Water Board's investigation will not have a material
adverse effect on the Company's financial position or
results of operations.
Item 3. LEGAL PROCEEDINGS
None.
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders
during the quarter ended June 30, 1999.
Executive Officers of the Registrant
The following table lists the names and positions of all
current executive officers of the Company, and their ages as of
September 17, 1999. Except as noted below, there are no other
family relationships between any director or executive officer and
any other director or executive officer of the Registrant.
Executive officers serve at the discretion of the Board of
Directors.
Name Age Positions
A. Blaine Bowman(1) 53 President, Chief Executive
Officer and Director
Barton Evans, Jr. 51 Senior Vice President
Nebojsa Avdalovic 64 Vice President
Bruce L. Barton 40 Vice President
Michael Merion 45 Vice President
Brent J. Middleton(1) 42 Vice President
Christopher Pohl 48 Vice President
Michael W. Pope 33 Vice President
(1) Mr. Bowman and Mr. Middleton are cousins.
Mr. Bowman has served as the Registrant's President and Chief
Executive Officer and as a director since the Registrant began
operations in 1980. Mr. Bowman is also a director of Molecular
Devices Corporation.
Mr. Evans has served as Senior Vice President, Operations for
the Registrant since September 1993. Prior to that, he served as
Vice President, Operations and in various other capacities for the
Registrant since it began operations in 1980.
Dr. Avdalovic has served as Vice President, Research and
Development for the Registrant since August 1990. Prior to joining
the Registrant, Dr. Avdalovic served as Research Manager and
Manager of Technology Assessment for Beckman Instruments Spinco
Division in Palo Alto, California.
16
<PAGE>
Mr. Barton has served as Vice President, International
Operations for the Registrant since July 1996. Prior to that, he
served as Director of International Operations and in various other
capacities since joining the Company in 1987. In August 1999, Mr.
Barton resigned his position as Vice President, International and
has moved to the position of Vice President, Strategic Planning and
Japan.
Dr. Merion has served as Vice President of Worldwide Marketing
since July 1999. Prior to that, he served as Director of Marketing
and in various other capacities since joining the Company in 1993.
Mr. Middleton has served as Vice President, North American
Sales and Service since July 1997. Prior to that, he served as
Director of North American Sales and Service and in various other
capacities since joining the Company in 1985.
Mr. Pohl has served as Vice President, Consumables for the
Registrant since September 1996. Prior to that, he served as
Technical Director and in various other capacities for the
Registrant since the Company began operations in 1980.
Mr. Pope has served as Vice President, Finance and
Administration for the Registrant since April 1995. Prior to that,
he served as Director of Finance and Senior Financial Analyst with
the Company. Mr. Pope has been with the Company since June 1992.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The information required by Item 5 of Form 10-K is
incorporated by reference to the information contained
in the section captioned "Supplemental Information" at
page 38 of the Registrant's 1999 Annual Report to
Stockholders. A copy of the applicable page is attached
hereto as Exhibit 13.1.
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information required by Item 6 of Form 10-K is
incorporated by reference to the information contained
in the section captioned "Selected Financial
Information" at page 21 of the Registrant's 1999 Annual
Report to Stockholders. A copy of the applicable page
is attached hereto as Exhibit 13.1.
17
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following table summarizes the consolidated income statement
items as a percentage of sales.
PERCENTAGE OF NET SALES
Years ended June 30 1999 1998 1997
Net sales 100.0% 100.0% 100.0%
Cost of sales 32.0 31.5 30.6
Revaluation of inventory acquired 1.1 - -
Gross profit 66.9 68.5 69.4
Selling, general and administrative 31.2 31.7 33.3
Research and product development 8.6 8.8 8.8
Write-off of in-process research
and development 2.8 - -
Operating income 24.3 28.0 27.3
Interest income, net .3 .8 .9
Income before taxes 24.6 28.8 28.2
Taxes on income 8.1 9.8 9.7
Net income 16.5% 19.0% 18.5%
NET SALES AND GROSS PROFIT. In fiscal 1999, Dionex (the "Company")
reported record sales and earnings for the 19th consecutive year,
excluding nonrecurring items. The Company's consolidated sales in
fiscal 1999 were $172.9 million, an increase of 15% compared with
$150.5 million reported in fiscal 1998. Sales in fiscal 1997 were
$142.1 million. The Company is subject to the effects of foreign
currency fluctuations, which can have an impact on reported sales
and gross profits. Currency fluctuations increased reported sales
by 1% in fiscal 1999 and reduced sales by 4% in fiscal 1998.
Sales growth in fiscal 1999 was attributable to strong growth in
our European and Japanese markets. Growth in the Company's North
American market was slower than in past years. The Company saw some
improvement in the fourth quarter in sales to the Far East as some
of the Asian countries start to recover from the financial crisis
that began in fiscal 1998. Sales growth in fiscal 1998 was fueled
by strong growth in North America and Europe in local currencies.
However, a strengthening U.S. dollar reduced the reported results
in Europe. Sales in the Far East declined slightly due to the
financial crisis and a stronger U.S. dollar.
Sales outside of North America accounted for 62% of consolidated
sales in fiscal 1999, 57% in fiscal 1998 and 61% in fiscal 1997.
The Company sells directly through its sales forces in the United
Kingdom, Germany, Italy, France, the Netherlands, Belgium,
Switzerland, Austria, Japan, Canada and the United States. Direct
sales accounted for 92% of consolidated sales in fiscal 1999,
compared with 90% in fiscal 1998 and 88% in fiscal 1997.
International distributors and representatives in Europe, the Far
East and other international markets accounted for the balance of
the consolidated sales. There were no significant price changes
during the three-year period.
18
<PAGE>
Gross profit in fiscal 1999 was affected by a nonrecurring charge of
$2.0 million related to the write-up of inventory acquired in the
acquisition of Softron GmbH (Softron). Excluding this charge, gross
profit was 68.1%, compared with 68.5% in fiscal 1998 and 69.4% in
fiscal 1997. Including this charge, gross profit for fiscal 1999 was
66.9%. Gross profit was lower in fiscal 1999 due to the inclusion of
Softron, whose products generally have a lower gross profit than the
historical Dionex product margins. Gross profit in fiscal 1998 was
negatively affected by a strengthening U.S. dollar.
OPERATING EXPENSES. Selling, general and administrative ("SG&A")
expenses as a percentage of net sales decreased to 31.2% in fiscal
1999, compared with 31.7% in fiscal 1998 and 33.3% in fiscal 1997.
SG&A expenses increased to $54.0 million, an increase of 13% in
fiscal 1999 from $47.7 million in fiscal 1998. The increase in SG&A
expenses was attributable to the inclusion of Softron costs since the
acquisition date and increased selling expenses. The Company
anticipates that SG&A expenses will be in the range of 30% to 34% of
sales in the near term.
Research and product development expenses were 8.6% of consolidated
sales in fiscal 1999 compared with 8.8% in both fiscal 1998 and 1997.
Research and product development expenses in fiscal 1999 increased
12% to $14.8 million compared with $13.3 million in fiscal 1998. The
increase was due to the inclusion of Softron costs since the
acquisition date and higher personnel and related costs associated
with various product development projects. Research and product
development expenses in fiscal 1998 increased 6% from $12.5 million
reported in fiscal 1997. The increase was attributable to higher
personnel and related expenses and project material costs. Research
and product development spending depends on both the breadth of the
Company's research and product development efforts and the stage of
specific product development projects. The Company anticipates that
the level of research and development expenses will remain in the 8%
to 10% range in the near term.
WRITE-OFF OF IN-PROCESS RESEARCH AND DEVELOPMENT ACQUIRED. Write-off
of in-process research and development acquired represents a
nonrecurring charge of $5.0 million associated with the acquisition
of Softron in October 1998 for technology that had not reached
technological feasibility and had no alternative future use.
The valuation of intangibles related to the acquisition was based
upon management's estimates of after tax net cash flow using a 25%
discount rate. The valuation gave consideration to the following: (i)
comprehensive due diligence concerning all potential intangibles;
(ii) the value of developed and core technology, ensuring that the
relative allocation to core technology and in-process research and
development were consistent with the contribution of each to the
final product; and (iii) the allocation to in-process research and
development based upon a calculation that only considered the efforts
completed as of the date of the transaction, and only the cash flows
associated with one generation of products currently in-process. The
valuation was performed by an independent valuation group and was
deemed reasonable in light of all the quantitative and qualitative
information available.
19
<PAGE>
The write-off of in-process research and development related to three
projects that were in development, had not reached technological
feasibility, had no alternative future use and for which successful
development was uncertain.
Two of the in-process projects were to design and build new liquid
chromatography modules. At the date of acquisition, the estimated
cost to complete these projects was approximately $900,000. The third
project was a new generation of software. At the time of the
acquisition, the estimated cost to complete was approximately
$750,000. The projects are currently scheduled to be completed in the
latter part of calendar 1999. Costs incurred by the Company through
June 30, 1999 were approximately $1.2 million.
There can be no assurances that the Company will be able to complete
the development of the products on a timely basis. Failure to
complete these projects could have an adverse impact on the Company's
financial condition or results of operations.
INTEREST INCOME. Interest income in fiscal 1999 of $917,000 was
$457,000 lower than the $1.4 million reported in fiscal 1998. The
decline in interest income was due to lower cash balances primarily
resulting from the acquisition of Softron. Interest income in fiscal
1998 was essentially unchanged from fiscal 1997. Higher yields on
invested cash in fiscal 1998 were offset by lower average cash
balances.
INTEREST EXPENSE. Interest expense in fiscal 1999 was $301,000, an
increase of 163% from the $115,000 reported in fiscal 1998. The
increase was attributable to short-term borrowings related to the
acquisition of Softron. Interest expense in fiscal 1997 was $85,000.
INCOME TAXES. The Company's effective tax rate for fiscal 1999 was
33.2% compared with 34.0% in fiscal 1998 and 34.5% in fiscal 1997.
The Company's effective tax rate is affected by the mix of taxable
income among the various tax jurisdictions in which the Company does
business. The Company anticipates that its effective tax rate will be
in the 32% to 35% range in the near term.
EARNINGS PER SHARE. Excluding nonrecurring acquisition related
charges, diluted earnings per share were $1.40, an increase of 19%
compared with fiscal 1998. Including these charges, diluted earnings
per share in fiscal 1999 were $1.20 per share, compared with $1.18 in
fiscal 1998 and $1.03 in fiscal 1997. The number of shares used in
computing diluted and basic earnings per share declined each year due
to the Company's stock repurchase program.
20
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES.
In fiscal 1999, the Company had cash and cash equivalents of $11.3
million. The Company's working capital was $34.8 million at June 30,
1999, compared with $35.7 million at June 30, 1998. Working capital
decreased in fiscal 1999 due to the acquisition of Softron. In
addition, the Company repurchased 501,500 shares of its common stock
for $14.9 million in fiscal 1999 under its stock repurchase program.
The Company repurchased 1,851,460 shares for $46.2 million in fiscal
1998 and 1,583,478 shares for $31.0 million in fiscal 1997.
Cash generated by operating activities was $31.1 million in fiscal
1999, compared with $27.9 million in fiscal 1998 and $27.0 million in
fiscal 1997. The increase in operating cash flows was due to higher
net income after noncash transactions, partially offset by higher
accounts receivable.
Capital expenditures in fiscal 1999 increased to $7.5 million,
compared with $2.5 million in fiscal 1998 and $2.6 million in fiscal
1997. The higher level of capital expenditures in fiscal 1999 was due
primarily to the addition of a leasehold right in Japan for $3.4
million and a new internal computer system.
At June 30, 1999, the Company had outstanding borrowings of $1.8
million and bank lines of credit totaling $35.5 million. The Company
believes its cash flow from operations, its existing cash and cash
equivalents and its bank lines of credit will be adequate to meet its
cash requirements for the near term.
The impact of inflation on Dionex Corporation's financial position
and results of operations was not significant during any of the
periods presented.
ACQUISITION
In October 1998, the Company, through a wholly owned subsidiary,
purchased all of the issued and outstanding shares of Softron, a
limited liability company organized under the laws of Germany, for
total consideration, including acquisition costs, of approximately
$24.7 million.
The acquisition of Softron was accounted for by the purchase method
and its results of operations have been included in the Company's
results of operations since the date of acquisition.
In connection with the acquisition, the Company recorded a
nonrecurring charge of $5.0 million for the write-off of in-process
research and development acquired. In addition, cost of sales in
fiscal 1999 included $2.0 million related to the sale of inventory
acquired which had been revalued as a part of the purchase
accounting.
21
<PAGE>
The Company initially expected to record a charge of between $10
million and $12 million for in-process research and development
acquired in connection with the Softron acquisition. However, in the
latter part of calendar 1998 the Securities and Exchange Commission
issued new guidance concerning the methods for determining in-process
research and development charges. In light of this new guidance, the
Company reported charges related to in-process research and
development substantially lower than originally anticipated.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities". The
statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities. It requires
that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. SFAS 133 is currently effective for Dionex
in the first quarter of fiscal year 2001. Earlier application is
permitted. Management does not believe that this standard will have a
material impact on the Company's results of operations or financial
position.
EURO CURRENCY
On January 1, 1999, the countries of the European Union adopted a
single currency known as the "euro." The euro will become the legal
currency of these countries effective July 1, 2002. During the 31/2
year transition period, companies in these countries may conduct
business both in the euro and in their own currencies at a fixed
exchange rate. The Company has considered the potential impact of the
euro conversion on pricing, competition, its information technology
systems, currency risk and risk management. Currently, the Company
does not expect that the euro conversion will result in any material
increase in costs to the Company or have a material adverse effect on
its business or financial condition.
YEAR 2000 COMPLIANCE
Many older computer software programs refer to years in terms of
their final two digits only. Such programs may interpret the year
2000 to mean the year 1900 instead. If not corrected, those programs
could cause date-related transaction failures. Beginning in fiscal
1997, the Company started a process to review its internal systems
for year 2000 compliance. Testing of the internal systems was
substantially completed during fiscal 1998 and the Company believes
its current internal systems are compliant. Dionex believes the
products it is currently shipping are year 2000 compliant as well. To
date, the Company has spent approximately $150,000, primarily in
capital expenditures, to replace certain predecessor capital items.
The Company does not expect that any remaining remediation costs that
may exist will be material.
22
<PAGE>
The Company has made public statements to customers regarding its
state of year 2000 preparedness for its products; however, the
possibility of product liability claims still exists. To date, the
Company has received communications from many of its major customers
regarding their awareness of the year 2000 issue. Additionally, the
Company has contacted numerous vendors to assess their progress in
addressing the year 2000 issue. Based upon our assessments, testing
and the plans in progress, the Company does not believe that the year
2000 issue will have a material adverse effect on the Company's
financial position, results of operation or cash flows. However, the
Company does not have control over whether its vendors or customers
will make the appropriate modifications on a timely basis. If such
modifications are not made in a timely manner, the Company's
financial position and results of operations could be materially
adversely affected.
The Company is in the process of identifying contingency alternatives
for certain elements of year 2000 risk and the plan is intended to be
completed before December 1999. The plan will address vendor problems
as well as temporary remedies in the event of failure of company or
third party systems. The Company will continue to monitor its
business to determine if additional contingency plans need to be
developed. There can be no assurance that any contingency plans will
prevent a year 2000 problem from occurring. However, should the need
arise, the Company believes it has adequate resources and would use
them to resolve significant year 2000 issues in a timely manner.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the above
discussion and the letter to shareholders contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, Section 21E of the Securities and Exchange Act of
1934, as amended and the Private Securities Litigation Reform Act of
1995, and are made under the safe harbor provisions thereof. Such
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from those discussed here.
Such risks and uncertainties include: general economic conditions,
foreign currency fluctuations, new product development, including
market receptiveness, fluctuation in worldwide demand for analytical
instrumentation, competition from other products, existing product
obsolescence, the ability to manufacture products on an efficient and
timely basis and at a reasonable cost and in sufficient volume, year
2000 compliance issues, the ability to attract and retain talented
employees and other risks as described in more detail in the
Company's Form 10-K for the year ended June 30, 1999. Readers are
cautioned not to place undue reliance on these forward-looking
statements which reflect management's analysis only as of the date
hereof. The Company undertakes no obligation to publicly release the
results of any revision to these forward-looking statements which may
be made to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.
23
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
The Company is exposed to financial market risks, including changes
in foreign currency exchange rates, interest rates and marketable
equity security prices.
Foreign exchange risk arises from our exposure to fluctuations in
foreign currency exchange rates because our reporting currency is the
U.S. dollar and we derive approximately 54% of our sales by
transacting business in various foreign currencies. U.S. dollar-
denominated costs and expenses as a percentage of total operating
costs and expenses are much greater compared to U.S. dollar-
denominated sales as a percentage of total sales. As a result,
appreciation of the U.S. dollar against our major trading currencies
has a negative impact on our results of operations and depreciation
of the U.S. dollar against these currencies has a positive impact.
To mitigate its foreign currency exchange risks, the Company utilizes
derivative financial instruments. The Company hedges foreign currency
exchange risk on its intercompany receivable balances utilizing
foreign exchange forward contracts with high quality financial
institutions. The Company's foreign exchange hedging activities do
not subject the company to significant risk due to exchange rate
movements because gains and losses on these contracts generally
offset losses and gains on the underlying items being hedged. Using a
hypothetical adverse change in foreign currency exchange rates of 10%
(a weakening of the U.S. dollar), the fair value of these financial
instruments would decrease by $1.6 million. The Company does not use
derivative financial instruments for speculative or trading purposes.
The Company has investments in marketable debt securities that are
subject to interest rate risk. However, due to the short-term nature
of the Company's debt investments and the Company's intention to hold
these investments until maturity, the impact of interest rate changes
would not have a material impact on the Company's results of
operations or cash flows.
The Company is exposed to equity price risk on its investments in
marketable equity securities. These investments are classified as
"available for sale." The Company does not attempt to reduce or
eliminate its market exposure on these investments. A 10% decline in
the market price of the Company's investments would result in an
approximately $1.4 million decrease in the fair value of the
Company's "available for sale" securities. Although changes in equity
prices may affect the fair value of "available for sale" securities
and cause unrealized gains or losses, such gains or losses would not
be realized unless the investments were sold.
All of the potential changes noted above are based upon sensitivity
analyses performed on the Company's financial positions at June 30,
1999. Actual results may differ materially.
24
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial
Statement Schedules appearing on page 31 of this
Form 10-K.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Identification of Directors
The information required by Item 10 of Form 10-K with
respect to identification of directors is incorporated
by reference to the information contained in the
section captioned "Nominees" at pages 3 and 43 of the
Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders to be held October 27, 1999,
which has been previously filed.
Identification of Officers
See Page 6 of this Report.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 of Form 10-K is
incorporated by reference to the information contained
in the section captioned "Executive Compensation," at
pages 13 through 15 of the Registrant's definitive
Proxy Statement for the Annual Meeting of Stockholders
to be held October 27, 1999, which has been previously
filed.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 of Form 10-K is
incorporated by reference to the information contained
in the sections captioned "Security Ownership of
Certain Beneficial Owners and Management" at pages 11
and 12 of the Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders to be held
October 27, 1999, which has been previously filed.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
25
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1) Financial Statements - See Index to Financial
Statements and Financial Statement Schedules at
page 31 of this Report.
(2) Financial Statement Schedules - See Index to
Financial Statements and Financial Statement
Schedules at page 31 of this Report.
(3) Exhibits - See Exhibit Index at page 27 through
29 of this Report.
(b) Reports on Form 8-K - The Company did not file any
reports on Form 8-K during the quarter ended
June 30, 1999.
26
<PAGE>
DIONEX CORPORATION
EXHIBIT INDEX
Exhibit
Number Description Reference
3.1 Restated Certificate of Incorporation,
filed November 6, 1996....................... (7)
3.2 Bylaws, as amended on March 10, 1998........... (8)
4.1 Shareholder Rights Agreement dated June 27, 1999,
between the Registrant and The First National
Bank of Boston .............................. (10)
10.1 Agreement, effective as of January 1, 1975,
between The Dow Chemical Company and
International Plasma Corporation............. (1)
10.2 Memorandum agreement, dated March 14, 1975,
between The Dow Chemical Company and
International Plasma Corporation............. (1)
10.3 Agreement, dated March 6, 1975, between
International Plasma Corporation and the
former Dionex Corporation.................... (1)
10.4 Consent to Assignment executed as of March 26,
1980, between the Dow Chemical Company and the
former Dionex Corporation.................... (1)
10.5 Amendatory Agreement, effective as of November 1,
1981,between The Dow Chemical Company and the
Registrant (with certain confidential information
deleted)........................................ (1)
10.6 Amendatory Agreement, effective as of July 1, 1982,
between The Dow Chemical Company and the
Registrant (with certain confidential information
deleted)........................................ (1)
10.7 Registrant's Supplemental Stock Option Plan
(Exhibit 28.4).................................. (2)
10.8 Registrant's Medical Care Reimbursement Plan
(Exhibit 10.17)............................... (1)
10.9 Registrant's Employee Stock Participation Plan
(Exhibit 28.3)................................ (4)
27
<PAGE>
Exhibit
Number Description Reference
10.10 Credit Agreement dated February 26, 1996
between Bank of America and the Registrant.. (6)
10.11 First amendment to Credit Agreement dated
February 29, 1996 between Bank of America
and the Registrant.......................... (8)
10.12 Second amendment to Credit Agreement dated
February 29, 1996 between Bank of America
and the Registrant.......................... (8)
10.13 Third amendment to Credit Agreement dated
February 29, 1996 between BankAmerica and the
Registrant.(Exhibit 10.1)................... (9)
10.13 1988 Directors' Stock Option Plan (and related
stock option grant form) (Exhibit 10.20)..... (3)
10.14 Dionex Corporation Stock Option Plan, as
amended and restated (formerly, the 1990 Stock
Option Plan).(Exhibit 10.12).................. (5)
13.1 Portions of the Registrant's 1999 Annual
Report to Stockholders that are incorporated
by reference in this Annual Report on
Form 10-K.................................
21.1 Subsidiaries of Registrant..................
23.1 Independent Auditors' Consent...............
27.1 Financial Data Schedule.....................
(1) Incorporated by reference to the indicated exhibit in
Amendment No. 1 of the Registrant's Registration
Statement on Form S-1 filed December 7, 1982.
(2) Incorporated by reference to the indicated exhibit in the
Registrant's Registration Statement on Form S-8 filed
March 3, 1987.
(3) Incorporated by reference to the indicated exhibit in the
Registrant's Annual Report on Form 10-K filed September
27, 1988.
28
<PAGE>
(4) Incorporated by reference to the indicated exhibit in the
Registrant's Statement on Form S-8 filed May 6, 1994.
(5) Incorporated by reference to the indicated exhibit in the
Registrant's Annual Report on Form 10-K filed September 26,
1995.
(6) Incorporated by reference to the corresponding exhibit in the
Registrant's Annual Report on Form 10-K filed September 26,
1996.
(7) Incorporated by reference to the corresponding exhibit in the
Registrant's Quarterly Report on Form 10-Q filed February 13,
1997.
(8) Incorporated by reference to the corresponding exhibit in the
Registrant's Annual Report on Form 10-K filed September 28,
1998.
(9) Incorporated by reference to the indicated exhibit in the
Registrant's Quarterly Report on Form 10-Q filed
November 16, 1998.
(10) Incorporated by reference to the corresponding exhibit in the
Registrant's Quarterly Report on Form 10-Q filed February 16,
1999.
29
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 September 23, 1999 By /s/ A. Blaine Bowman
A. Blaine Bowman
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ A. Blaine Bowman President,Chief Executive September 23, 1999
A. Blaine Bowman Officer, and Director
(Principal Executive Officer)
/s/ Michael W. Pope Vice President of Finance September 23, 1999
Michael W. Pope and Administration
(Principal Financial and
Accounting Officer)
/s/ David L. Anderson Director September 23, 1999
David L. Anderson
/s/ James F. Battey Director September 23, 1999
James F. Battey
/s/ B.J. Moore Director September 23, 1999
B.J. Moore
/s/ Riccardo Pigliucci Director September 23, 1999
Riccardo Pigliucci
30
<PAGE>
DIONEX CORPORATION
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Page
FINANCIAL STATEMENTS
Consolidated Balance Sheets at June 30, 1999 and 1998 *
Consolidated Statements of Income for the years
ended June 30, 1999, 1998 and 1997 *
Consolidated Statements of Stockholders' Equity for
the years ended June 30, 1999, 1998 and 1997 *
Consolidated Statements of Cash Flows for the years
ended June 30, 1999, 1998 and 1997 *
Notes to Consolidated Financial Statements *
Independent Auditors' Report *
*Incorporated by reference to information contained on
pages 22 through 37 of the Registrant's 1999 Annual
Report to Stockholders. A copy of the applicable pages
is attached hereto as Exhibit 13.1
FINANCIAL STATEMENT SCHEDULES
Independent Auditors' Report 32
Schedule II - Valuation and Qualifying Accounts
and Reserves 33
All other schedules are omitted because they are not required, are
not applicable or the information is included in the consolidated
financial statements or notes thereto.
31
<PAGE>
INDEPENDENT AUDITORS' REPORT
Dionex Corporation
We have audited the consolidated financial statements of Dionex
Corporation and its subsidiaries as of June 30, 1999 and 1998, and
for each of the three years in the period ended June 30, 1999, and
have issued our report thereon dated July 20, 1999; such financial
statements and report are included in your 1999 Annual Report to
Stockholders and are incorporated herein by reference. Our audits
also included the consolidated financial statement schedule of Dionex
Corporation and its subsidiaries, listed in the accompanying Index to
Financial Statements and Financial Statement Schedules. This
financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly in all material respects the
information set forth therein.
DELOITTE & TOUCHE LLP
San Jose, California
July 20, 1999
32
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SCHEDULE II
DIONEX CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
Charged
Balance (Credited) Balance
Beginning to Other End of
of Year Additions Accounts (1)Deductions Year
YEAR ENDED JUNE 30, 1999:
<S> <C> <C> <C> <C> <C>
Allowance for
doubtful accounts $ 606 $ 288 $ (3) $ (79)(2) $ 812
Accrued product warranty
and installation $ 4,013 $ 2,867 $ (52) $(2,127)(3) $ 4,701
YEAR ENDED JUNE 30, 1998:
Allowance for
doubtful accounts $ 533 $ 132 $ (35) $ (24)(2) $ 606
Accrued product warranty
and installation $ 3,592 $ 2,489 $ (36) $(2,032)(3) $ 4,013
YEAR ENDED JUNE 30, 1997:
Allowance for
doubtful accounts $ 488 $ 60 $ (1) $ (14)(2) $ 533
Accrued product warranty
and installation $3,217 $ 2,308 $ (64) $(1,869)(3) $ 3,592
(1) Effects of exchange rate changes
(2) Accounts written off, net of recoveries
(3) Product warranty and installation costs
33
</TABLE>
<PAGE>
SELECTED FINANCIAL INFORMATION
Years ended June 30 1999 1998 1997 1996 1995
(in thousands, except per share amounts)
Operating information
Net sales $172,940 $150,513 $142,053 $133,004 $120,024
Cost of sales 55,216 47,390 43,458 41,406 38,428
Revaluation of acquired
inventory 1,952 - - - -
Gross profit 115,772 103,123 98,595 91,598 81,596
Operating expenses:
Selling, general
and administrative 53,974 47,689 47,344 46,290 43,401
Research and
product development 14,812 13,284 12,521 11,527 10,500
Write-off of goodwill - - - - 2,168
Write-off of in-process research
and development 4,991 - - - -
Total operating expenses 73,777 60,973 59,865 57,817 56,069
Operating income 41,995 42,150 38,730 33,781 25,527
Other income - - - 1,003 4,130
Interest income 917 1,374 1,396 2,034 2,202
Interest expense (301) (115) (85) (93) (153)
Income before
taxes on income 42,611 43,409 40,041 36,725 31,706
Taxes on income 14,137 14,759 13,814 12,762 11,932
Net income $ 28,474 $ 28,650 $ 26,227 $ 23,963 $ 19,774
Basic earnings per share $ 1.28 $ 1.25 $ 1.09 $ .91 $ .69
Diluted earnings per share $ 1.20 $ 1.18 $ 1.03 $ .87 $ .67
Shares used in computing per share amounts:
Basic 22,287 22,978 24,103 26,224 28,723
Diluted 23,640 24,316 25,440 27,439 29,456
All share and per share amounts have been restated to reflect the two-for-one
splits of the Company's common stock effective December 29,1995 and June
5,1998. The Company has paid no cash dividends.
At June 30 1999 1998 1997 1996 1995
(in thousands)
Balance sheet information
Working capital $ 34,755 $ 35,745 $ 48,215 $ 47,888 $ 67,249
Total assets 146,674 107,259 118,163 113,186 131,780
Long-term debt 990 - - - 86
Stockholders' equity 95,738 70,689 84,163 82,204 103,871
<PAGE>
CONSOLIDATED BALANCE SHEETS
At June 30 1999 1998
(in thousands, except share and per share amounts)
Assets
Current assets:
Cash and equivalents (including
invested cash of $5,987 in 1999
and $5,364 in 1998) $ 11,336 $ 13,184
Temporary cash investments - 5,850
Accounts receivable (net of
allowance for doubtful accounts
of $812 in 1999 and $606 in 1998) 39,996 31,350
Inventories 12,702 9,921
Deferred taxes 10,361 7,965
Prepaid expenses and other 1,800 1,089
Total current assets 76,195 69,359
Property, plant and equipment, net 39,306 30,070
Intangible assets 9,924 -
Marketable equity securities 14,452 6,167
Other assets 6,797 1,663
$146,674 $107,259
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks $ 796 $ -
Accounts payable 6,049 5,681
Accrued liabilities 21,361 17,394
Income taxes payable 8,533 6,526
Accrued product warranty 4,701 4,013
Total current liabilities 41,440 33,614
Deferred taxes and other 8,506 2,956
Long-term debt 990 -
Commitments (Note 11)
Stockholders' equity:
Preferred stock (par value $.001
per share; 1,000,000 shares
authorized; none outstanding) - -
Common stock (par value $.001 per share;
40,000,000 shares authorized; shares
outstanding: 22,314,442 in 1999
and 22,315,910 in 1998) 46,445 38,926
Retained earnings 46,677 32,106
Accumulated other comprehensive
income (loss) 2,616 (343)
Total stockholders' equity 95,738 70,689
$146,674 $107,259
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
Years ended June 30 1999 1998 1997
(in thousands, except per share amounts)
Net sales $172,940 $150,510 $142,053
Cost of sales 55,216 47,390 43,458
Revaluation of acquired inventory 1,952 - -
Gross profit 115,772 103,123 98,595
Operating expenses:
Selling, general and
Administrative 53,974 47,689 47,344
Research and product development 14,812 13,284 12,521
Write-off of in-process research
and development 4,991 - -
Total operating expenses 73,777 60,973 59,865
Operating income 41,995 42,150 38,730
Interest income 917 1,374 1,396
Interest expense (301) (115) (85)
Income before taxes on income 42,611 43,409 40,041
Taxes on income 14,137 14,759 13,814
Net income $ 28,474 $ 28,650 $ 26,227
Basic earnings per share $ 1.28 $ 1.25 $ 1.09
Diluted earnings per share $ 1.20 $ 1.18 $ 1.03
Shares used in computing earnings per share:
Basic 22,287 22,978 24,103
Diluted 23,640 24,316 25,440
See notes to consolidated financial statements.
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
Other
Compre-
common stock retained Comprehensive ensive
shares amount earnings income (loss) total income
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1996 24,739,754 $32,683 $ 49,251 $ 270 $82,204
Comprehensive income,
net of tax:
Net income 26,227 26,227$26,227
Foreign currency
translation adjustments (1,030) (1,030)(1,030)
Unrealized gain
on securities 1,978 1,978 1,978
Comprehensive income 26,227 948 $27,175
Common stock issued under
employee benefit plans 537,784 5,810 5,810
Repurchase of common
stock (1,583,478) (2,170) (28,856) (31,026)
Balance at June 30, 1997 23,694,060 36,323 46,622 1,218 84,163
Comprehensive income,
net of tax:
Net income 28,650 28,650$28,650
Foreign currency
translation adjustments (1,246) (1,246)(1,246)
Unrealized loss
on securities (315) (315) (315)
Comprehensive income 28,650 (1,561) $27,089
Common stock issued under
employee benefit plans 473,310 5,590 5,590
Repurchase of common
Stock (1,851,460) (2,987) (43,166) (46,153)
Balance at June 30, 1998 22,315,910 38,926 32,106 (343) 70,689
Comprehensive income,
net of tax:
Net income 28,474 28,474$28,474
Foreign currency
translation adjustments (1,938) (1,938)(1,938)
Unrealized gain
on securities 4,897 4,897 4,897
Comprehensive income 28,474 2,959 $31,433
Common stock issued under
employee benefit plans 436,941 7,082 7,082
Common stock issued for
acquisition 63,091 1,388 1,388
Repurchase of common
stock (501,500) (951) (13,903) (14,854)
Balance at June 30, 1999 22,314,442 $46,445 $ 46,677 $ 2,616 $95,738
See notes to consolidated financial statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended June 30 1999 1998 1997
(in thousands)
Cash and equivalents provided by (used for):
Cash flows from operating activities:
Net income $ 28,474 $ 28,650 $ 26,227
Adjustments to reconcile net
income to net cash provided
by operating activities:
Write-off of in-process research
and development 4,991 - -
Depreciation and amortization 3,731 2,543 2,584
Deferred taxes (2,434) (811) (492)
Changes in assets and liabilities:
Accounts receivable (5,945) (4,062) (2,417)
Inventories 907 (841) (1,567)
Prepaid expenses and other
Assets (3,851) (56) 201
Accounts payable (210) 1,313 132
Accrued liabilities 2,900 (1,100) 467
Income taxes payable 1,996 1,790 1,413
Accrued product warranty 565 456 438
Net cash provided by
operating activities 31,124 27,882 26,986
Cash flows from investing activities:
Purchase of temporary cash
Investments (3,500) (13,500) (18,852)
Proceeds from maturities of
temporary cash investments 9,350 15,902 27,151
Purchase of property, plant
and equipment (7,460) (2,502) (2,622)
Acquisition, net of cash acquired(22,906) - -
Other 61 99 (96)
Net cash provided by (used for)
investing activities (24,455) (1) 5,581
Cash flows from financing activities:
Net change in notes payable
to banks 19 - (258)
Sale of common stock 7,082 5,590 5,810
Repurchase of common stock (14,854) (46,153) (31,026)
Other (405) 291 35
Net cash used for financing
Activities (8,158) (40,272) (25,439)
Effect of exchange rate changes
on cash (359) 951 510
Net increase (decrease) in cash
and equivalents (1,848) (11,440) 7,638
Cash and equivalents, beginning
of year 13,184 24,624 16,986
Cash and equivalents, end of year$ 11,336 $ 13,184 $ 24,624
Noncash investing activities:
Common stock issued in connection with acquisition
of Softron GmbH $ 1,388 $ - $ -
See notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION. Dionex Corporation (the "Company") is a
leading manufacturer and marketer of chromatography systems
for chemical analysis. The Company's systems are used in
environmental analysis and by the pharmaceutical, life
sciences, chemical, petrochemical, power generation and
electronics industries in a variety of applications.
principles of consolidation. The consolidated financial
statements include the Company and its subsidiaries. All
significant intercompany transactions and accounts are
eliminated in consolidation.
CERTAIN RISKS AND UNCERTAINTIES. The preparation of
financial statements in conformity with generally accepted
accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Financial instruments which potentially subject the Company
to concentrations of credit risk consist principally of
investments and trade receivables. The Company invests in
high-grade instruments which it places for safekeeping with
high quality financial institutions. The Company sells its
products primarily to large organizations in diversified
industries worldwide. Credit risk is further mitigated by
the Company's credit evaluation process and the reasonably
short collection terms. The Company does not require
collateral or other security to support accounts receivable.
While the Company does maintain allowances for potential
credit losses, actual bad debt losses have not been
significant.
The Company is subject to certain risks and uncertainties
and believes that changes in any of the following areas
could have a material adverse effect on the Company's future
financial position or results of operations: general
economic conditions; foreign currency fluctuations; new
product development, including market receptiveness;
competition from other products; worldwide demand for
analytical instrumentation; existing product obsolescence;
the ability to manufacture products on an efficient and
timely basis and at reasonable cost and in sufficient
volume; year 2000 compliance issues; the ability to attract
and retain talented employees and other risks as detailed
from time to time in the Company's ?lings with the
Securities and Exchange Commission.
CASH EQUIVALENTS. Cash equivalents are highly liquid debt
instruments with a maturity at date of purchase of three
months or less.
INVESTMENTS. The Company classifies its debt and equity
securities as "held to maturity" or "available for sale."
Securities classified as "held to maturity" are reported
at amortized cost and "available for sale" securities are
reported at fair market value, with a corresponding
recognition of the unrealized gains and losses (net of tax
effect) as a separate component of stockholders' equity.
Temporary cash investments consist of short-term debt
investments which are classified as "held-to-maturity"
securities. The Company's investments in marketable equity
securities have been classified as "available for sale."
INVENTORIES. Inventories are stated at the lower of standard
cost (which approximates cost on a first-in, first-out
basis) or market.
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment
are stated at cost. Depreciation is computed using the
straight-line method based on estimated useful lives of 3 to
30 years. Leasehold improvements are amortized over the
lesser of the useful life or the remaining term of the
lease.
PURCHASED TECHNOLOGY AND GOODWILL. Purchased technology
amounts are recorded at their fair market value as of the
date of acquisition and amortized over their estimated
useful lives of up to seven years. Goodwill is amortized on
a straight-line basis over its useful life of 20 years.
Accumulated amortization on purchased technology amounts and
goodwill totaled $655,000 at June 30, 1999.
VALUATION OF LONG-LIVED ASSETS. The carrying value of the
Company's long-lived assets is reviewed for impairment
whenever events or changes in circumstances indicate that an
asset may not be recoverable. The Company looks to current
and future profitability, as well as current and future
undiscounted cash flows, as primary indicators of
recoverability. If impairment is determined to exist, any
related impairment loss is calculated based on fair value.
REVENUE RECOGNITION. Revenue related to systems is
recognized upon shipment. Service contract revenue is
deferred and recognized on a pro rata basis over the
contractual period. Installation and product warranty costs
are accrued at the time revenue is recognized.
TAXES ON INCOME. The Company accounts for income taxes using
the asset and liability approach to account for deferred
income taxes.
STOCK-BASED COMPENSATION PLANS. The Company applies
Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees" and related
interpretations in accounting for its stock-based
compensation plans (Note 8). Accordingly, no accounting
recognition is given to stock options granted at fair market
value until they are exercised. Upon exercise, net proceeds,
including tax benefits realized, are credited to equity.
earnings per share. Basic earnings per share is computed
based upon the weighted average number of shares of common
stock outstanding and the net income attributable to common
shareholders. Diluted earnings per share is computed by
dividing net income by the weighted average number of common
shares for all dilutive potential common shares outstanding.
Shares used in the calculation of diluted earnings per share
during fiscal 1999, 1998 and 1997 include 1,353,000,
1,338,000 and 1,337,000, respectively, of common equivalent
shares related to stock options.
COMMON STOCK REPURCHASES. The Company repurchases shares in
the open market under its ongoing stock repurchase program.
For each share repurchased, the Company reduces the common
stock account by the average value per share reflected in
the account prior to the repurchase with the excess
allocated to retained earnings. The Company currently
retires all shares repurchased.
TRANSLATION OF FOREIGN CURRENCY. The Company's foreign
operations are measured using local currencies as the
functional currency. Assets and liabilities are translated
into U.S. dollars at year-end rates of exchange, and results
of operations are translated at average rates for the year.
The Company enters into foreign exchange forward contracts
with high quality financial institutions to manage its
exposure to the impact of fluctuations in foreign currency
exchange rates on its intercompany receivable balances.
Gains and losses on these contracts are recorded in net
income currently. These contracts generally have maturities
of approximately 30 days and require the Company to exchange
foreign currencies for U.S. dollars at maturity. The Company
does not engage in foreign currency speculation. The
Company's foreign exchange forward hedging activities do not
subject the Company to significant risk due to exchange rate
movements because gains and losses on these contracts
generally offset losses and gains on the underlying items
being hedged.
At June 30, 1999, the Company had forward exchange contracts
to sell foreign currencies totaling $16.1 million dollars,
including approximately $8.9 million in Japanese yen, $5.3
million in Euros, $1 million in British pounds and the
remainder in Swiss francs and Canadian dollars. At June 30,
1999 and 1998, the aggregate unrealized gains or losses on
the forward exchange contracts were not material.
COMPREHENSIVE INCOME. The Company is required to report
comprehensive income in the financial statements, in
addition to net income. For the Company, the primary
differences between net income and comprehensive income are
foreign currency translation adjustments and net unrealized
gains or losses on securities available for sale.
BUSINESS SEGMENTS. For the fiscal year ended June 30, 1999,
the Company adopted SFAS 131, "Disclosures about Segments
of an Enterprise and Related Information." See Note 12 for
the related disclosure for this Standard.
NEW ACCOUNTING PRONOUNCEMENTS. In June 1998, the Financial
Accounting Standards Board issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," which
is currently effective for Dionex in the first quarter of
fiscal year 2001. Earlier application is permitted. The
statement establishes accounting and reporting standards for
derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging
activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair
value. Management does not believe that this standard will
have a material impact on the Company's results of
operations or financial position.
Note 2: BUSINESS COMBINATION
On October 20, 1998, the Company, through a wholly owned
subsidiary, purchased all of the issued and outstanding
shares of Softron GmbH, a limited liability company
organized under the laws of Germany (Softron), for total
consideration, including acquisition costs, of approximately
$24.7 million comprised of $23.3 million in cash and 63,091
shares of Dionex common stock.
The acquisition of Softron was accounted for by the purchase
method and its results of operations have been included in
the Company's results of operations since the date of
acquisition.
The final purchase price allocation among the tangible and
intangible assets and liabilities acquired (including
acquired in-process research and development) is summarized
as follows: developed and core technology, $4.4 million;
assembled workforce, $830,000; goodwill, $6.9 million; in-
process research and development, $5.0 million and net
tangible assets of $7.6 million.
In connection with the acquisition the Company recorded a
nonrecurring charge of $5.0 million for the write-off of in-
process research and development acquired. In addition, cost
of sales in fiscal 1999 included $2.0 million related to the
sale of inventory acquired which had been revalued as part
of the purchase accounting.
The write-off of in-process research and development related
to three projects that were in development, had not reached
technological feasibility, had no alternative future use and
for which successful development was uncertain.
The following unaudited pro forma results of operations for
the years ended June 30, 1999 and 1998 give effect to the
acquisition as if it had occurred at the beginning of fiscal
1998. The pro forma results of operations exclude the $7.0
million nonrecurring pre-tax charges that were recorded in
conjunction with the acquisition.
Years ended June 30 1999 1998
(in thousands, except per share amounts)
Net sales $176,716 $160,760
Income from continuing operations $ 48,686 $ 43,077
Net income $ 32,516 $ 28,431
Basic earnings per share $ 1.45 $ 1.23
Diluted earnings per share $ 1.37 $ 1.17
Softron, which markets its products primarily in Europe,
specializes in high performance liquid chromatography
systems used by scientific, pharmaceutical and industrial
laboratories to analyze the chemical components of
compounds.
Note 3: INVESTMENTS
The carrying value and fair market value of temporary cash
investments at June 30, 1998 classified as "held to
maturity" are as follows:
gross
unrealized fair
amortized gains market
cost (losses) value
(in thousands)
U.S. corporate debt securities $1,000 $ - $1,000
Obligations of state and
political subdivisions 4,850 - 4,850
$5,850 $ - $5,850
The Company had no temporary cash investments at June 30,
1999.
All maturities during fiscal 1999 were held-to-maturity
investments. There were no sales of securities for the years
ended June 30, 1999, 1998 and 1997.
In December 1989, the Company invested $3.0 million in the
stock of Molecular Devices Corporation (MDC). The Company's
President and a director serve on the Board of Directors of
MDC. The Company's ownership interest in MDC is
approximately 4% and has been classified as "available for
sale" and is included in marketable equity securities. At
June 30, 1999 and 1998, the fair value of this investment
was $14,331,000 and $6,162,000, respectively.
Note 4: INVENTORIES
Inventories at June 30 consist of:
1999 1998
(in thousands)
Finished goods $ 5,035 $3,459
Work in process 2,426 3,548
Raw materials and subassemblies 5,241 2,914
$12,702 $9,921
Note 5: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at June 30 consist of:
1999 1998
(in thousands)
Land $ 19,220 $ 13,337
Buildings and improvements 18,394 16,581
Machinery, equipment and tooling 15,426 12,123
Furniture and fixtures 4,953 4,719
57,993 46,760
Accumulated depreciation and
Amortization (18,687) (16,690)
Property, plant and equipment, net $ 39,306 $ 30,070
Note 6: FINANCING ARRANGEMENTS
The Company has unsecured lines of credit with various
domestic and foreign banks totaling approximately $35.5
million which have been used primarily to minimize the
Company's exposure to foreign currency fluctuations and to
fund the Softron acquisition (Note 2). These lines of credit
expire between December 31, 1999 and December 31, 2000.
Borrowings in each country bear interest at the local
reference rates which ranged from 1.0% to 8.5% at June 30,
1999. At June 30, 1999, the Company had $579,000 outstanding
under these lines.
Such line of credit agreements impose certain financial
restrictions relating to cash dividends, working capital and
tangible net worth. At June 30, 1999, the Company was in
compliance with such covenants.
At June 30, 1999, the Company had a foreign denominated
mortgage note payable totaling $1.2 million, bearing
interest at a rate of 5.75%. Principal payments are due in
semi-annual payments of $99,000 until June 30, 2005 with the
current portion totaling $198,000.
One of the Company's foreign subsidiaries discounts trade
notes receivable with a bank. Total notes receivable
discounted were approximately $11.4 million in fiscal 1999
and $6.4 million in fiscal 1998. The uncollected balances of
notes receivable due the discounting bank at June 30, 1999
and 1998 were approximately $2.9 million and $1.8 million,
respectively. The Company is contingently liable for these
unpaid balances.
Total interest paid was $258,000 in 1999, $115,000 in 1998
and $86,000 in 1997.
Note 7: ACCRUED LIABILITIES
Accrued liabilities at June 30 consist of:
1999 1998
(in thousands)
Accrued payroll and related expenses $ 9,525 $ 7,923
Deferred revenues 3,475 3,377
Accrued stock repurchases 2,262 -
Other accrued liabilities 6,099 6,094
$21,361 $17,394
Note 8: STOCK OPTION AND PURCHASE PLANS
STOCK OPTION PLANS. The Company has two stock option plans
(the "Option Plans") under which incentive and
nonqualified options may be granted. Options are granted at
the stock's fair market value at the grant date. Options
generally become exercisable in 25% increments each year
beginning one year from the date of grant and expire five or
ten years from the grant date.
Activity under the Option Plans for the three-year period
ended June 30, 1999 is summarized below.
1999 1998 1997
wtd. avg. wtd. avg. wtd. avg.
exercise exercise exercise
shares price shares price shares price
Options outstanding,
beginning of year 3,202,700 $12.82 3,050,176 $ 9.60 2,893,288 $ 7.42
Granted 53,200 32.53 605,100 24.28 728,400 16.37
Exercised (377,119) 7.27 (418,072) 5.91 (477,112) 6.38
Canceled (9,750) 21.42 (34,504) 13.17 (94,400) 11.46
Options outstanding,
end of year 2,869,031 $13.88 3,202,700 $12.82 3,050,176 $ 9.60
Options exercisable
at year-end 2,016,907 $10.66 1,899,100 $ 8.41 1,781,676 $ 6.87
Weighted average fair value
of options granted
during the year $12.97 $ 9.37 $ 8.19
Additional information regarding options outstanding as of
June 30, 1999 is as follows:
options outstanding options exercisable
weighted average weighted weighted
range of remaining average average
exercise number contractual exercise number exercise
prices outstanding life (yrs) price exercisable price
$ 4.38- 6.56 547,350 2.42 $ 5.89 547,350 $ 5.89
7.94- 9.25 458,420 4.16 8.20 458,420 8.20
10.44-12.94 535,186 5.83 10.48 532,186 10.47
13.88-19.75 679,750 7.36 16.27 332,700 16.22
24.13-34.88 648,325 8.63 24.96 146,251 24.28
$ 4.38-34.88 2,869,031 5.91 $13.88 2,016,907 $10.66
At June 30, 1999, 1,753,308 shares were available for future
grants under the Option Plans.
EMPLOYEE STOCK PURCHASE PLAN. Under the Company's Employee
Stock Purchase Plan, (the Purchase Plan), eligible employees
are permitted to have salary withholdings to purchase shares
of common stock at a price equal to 85% of the lower of the
market value of the stock at the beginning or end of each
six-month offer period, subject to annual limitation. Stock
issued under the plan was 59,822, 55,238 and 60,672 shares
in 1999, 1998 and 1997 at weighted average prices of $19.02,
$18.42 and $14.77, respectively. The weighted average fair
value of the 1999, 1998 and 1997 awards was $6.08, $5.41 and
$5.78, respectively.
At June 30, 1998, 1,237,932 shares were reserved for future
issuances under the Purchase Plan.
PRO FORMA STOCK-BASED COMPENSATION EXPENSE. SFAS No. 123,
"Accounting for Stock-Based Compensation," sets forth a
fair-value based method of recognizing stock-based
compensation expense.
As permitted by SFAS No. 123, the Company has elected to
continue to apply APB No. 25 to account for its stock-based
compensation plans. Had compensation costs for awards in
1999, 1998 and 1997 under the Company's stock-based
compensation plans been determined based on the fair value
at the grant dates consistent with the method set forth
under SFAS No. 123, the effect on the Company's net income
and earnings per share would have been as follows:
1999 1998 1997
(in thousands, except per share amounts)
Net income:
As reported $28,474 $28,650 $26,227
Pro forma 25,547 26,860 24,945
Basic earnings per share:
As reported $ 1.28 $ 1.25 $ 1.09
Pro forma 1.16 1.18 1.04
Diluted earnings per share
As reported $ 1.20 $ 1.18 $ 1.03
Pro forma 1.09 1.11 .99
Because the method prescribed by SFAS No. 123 has not been
applied to options granted prior to July 1, 1995, the
resulting pro forma compensation expense may not be
representative of the amount to be expected in future years.
Pro forma compensation expense for options granted is
reflected over the vesting period; therefore, future pro
forma compensation expense may be greater as additional
options are granted.
The fair value of each option grant was estimated on the
grant date using the Black-Scholes option-pricing model with
the following weighted-average assumptions:
1999 1998 1997
Volatility 36% 30% 45%
Risk-free interest rate 4.67% 5.67% 6.02%
Expected life of options 5.3 years 5.5 years 5.5 years
The Black-Scholes option-pricing model was developed for use
in estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In
addition, option-pricing models require the input of highly
subjective assumptions, including expected stock price
volatility. Because the Company's employee stock options
have characteristics significantly different from those of
traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not
necessarily provide a reliable single measure of the fair
value of its employee stock options.
Note 9: EMPLOYEE 401(K) PLAN
The Company has a 401(k) tax deferred savings plan covering
most U.S. employees. Participants may contribute up to 10%
of their compensation and the Company makes matching
contributions ($1,085,000 in 1999, $988,000 in 1998 and
$918,000 in 1997) limited to 5% of each participant's
compensation. Matching contributions vest in 25% increments
each year beginning two years after the participant's date
of employment.
Note 10: TAXES ON INCOME
The provision for taxes on income consists of:
Years ended June 30 1999 1998 1997
(in thousands)
Current:
Federal $ 9,531 $10,747 $ 9,477
State 1,983 1,925 2,034
Foreign 5,057 2,898 2,795
Total current 16,571 15,570 14,306
Deferred:
Federal (1,986) (836) (407)
State (289) (52) (23)
Foreign (159) 77 (62)
Total deferred (2,434) (811) (492)
$14,137 $14,759 $13,814
Domestic and foreign income before taxes on income is as
follows:
Years ended June 30 1999 1998 1997
(in thousands)
Domestic $32,079 $36,407 $34,006
Foreign 10,532 7,002 6,035
$42,611 $43,409 $40,041
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets
and liabilities for nancial reporting purposes and the
amounts used for income tax purposes. The components of the
current and noncurrent deferred tax assets and liabilities
are as follows:
Years ended June 30 1999 1998
(in thousands)
Current deferred tax assets:
Accounting accruals deductible in
different periods for tax purposes $ 9,809 $7,407
State income tax 407 413
Other 145 145
Total current deferred tax assets 10,361 7,965
Noncurrent deferred tax asset-
Difference in tax basis from
Acquisition 2,636 -
Noncurrent deferred tax liabilities:
Accelerated depreciation 906 890
Net unrealized gain on available for
sale securities 4,531 1,267
Excess tax basis from acquisition 2,636 -
Other 65 73
Total deferred tax liabilities 8,138 2,230
Net deferred tax assets $ 4,859 $5,735
Total income tax expense differs from the amount computed by
applying the statutory Federal income tax rate to income
before taxes as follows:
Years ended June 30 1999 1998 1997
Statutory Federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of
Federal income tax effect 3.0 2.9 3.3
FSC income not taxed (3.3) (3.1) (3.5)
Taxes on foreign income (3.2) (1.5) (1.5)
Other 1.6 .7 1.2
33.2% 34.0% 34.5%
Income taxes paid were $11,494,000 in 1999, $11,706,000 in
1998 and $11,003,000 in 1997.
The Company has not provided for Federal income taxes on
approximately $26.9 million of undistributed earnings of
foreign subsidiaries, which have been permanently reinvested
in subsidiary operations. If these earnings were distributed
to the parent company, foreign tax credits available under
current law would substantially eliminate the resulting
Federal income tax liability.
Note 11: COMMITMENTS
Certain facilities and equipment are leased under
noncancelable operating leases. The Company generally pays
taxes, insurance and maintenance costs on leased facilities
and equipment. Minimum annual rental commitments under these
noncancelable operating leases are $2,064,000 for 2000,
$1,544,000 for 2001, $1,220,000 for 2002, $892,000 for 2003,
$697,000 for 2004 and $4,758,000 thereafter.
Total rental expense for all operating leases was $3,240,000
in 1999, $2,940,000 in 1998 and $2,855,000 in 1997.
Note 12: BUSINESS SEGMENT INFORMATION
SFAS No. 131 establishes standards for reporting information
about operating segments in annual financial statements of
public business enterprises. It also establishes standards
for related disclosures about products and service,
geographic areas and major customers. The Company evaluated
its business activities that are regularly reviewed by the
Company's senior management and has determined that it has
one reporting segment.
Geographic information is presented below:
1999 1998 1997
(in thousands)
Net sales to unaffiliated customers:
United States $ 60,191 $ 60,059 $ 52,556
Europe 63,320 46,907 45,165
Japan 32,086 23,461 23,432
Other International 17,343 20,086 20,900
Consolidated net sales to
unaffiliated customers $172,940 $150,513 $142,053
Long-lived assets:
United States $ 92,132 $ 52,415 $ 53,912
Europe 24,229 2,659 2,599
Japan 4,678 781 168
Eliminations (50,560) (17,955) (18,309)
Consolidated assets $ 70,479 $ 37,900 $ 38,370
Note 13: QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the unaudited quarterly
results of operations for the years ended June 30, 1999 and
1998.
quarter
first second third fourth
(in thousands, except per share amounts)
Fiscal 1999:
Net sales $34,845 $44,505 $47,072 $46,518
Gross profit 23,814 28,213 31,694 32,051
Net income 6,049 4,033 9,117 9,275
Basic earnings per share $ .27 $ .18 $ .41 $ .41
Diluted earnings per
Share $ .26 $ .17 $ .38 $ .39
Fiscal 1998:
Net sales $33,933 $39,420 $38,404 $38,756
Gross profit 23,166 27,067 26,270 26,620
Net income 5,809 7,776 7,518 7,547
Basic earnings per share $ .25 $ .34 $ .33 $ .33
Diluted earnings per
Share $ .23 $ .32 $ .31 $ .32
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders, Dionex Corporation:
We have audited the accompanying consolidated balance sheets
of Dionex Corporation and its subsidiaries as of June 30,
1999 and 1998, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the
three years in the period ended June 30, 1999. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements
present fairly, in all material respects, the financial
position of Dionex Corporation and its subsidiaries at June
30, 1999 and 1998, and the results of their operations and
their cash flows for each of the three years in the period
ended June 30, 1999 in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE
San Jose, California
July 20, 1999
SUPPLEMENTAL STOCKHOLDER INFORMATION
MARKET PRICE OF COMMON STOCK
The Company's common stock is traded in the over-the-counter
market through the Nasdaq national market system under the
symbol DNEX. The following table sets forth, for the periods
indicated, the high and low sales prices as reported by
Nasdaq.
fiscal 1999 fiscal 1998
QUARTER high low high low
First $27 1/8 $20 5/16 $27 1/4 $22 5/16
Second 39 5/8 18 3/4 27 1/2 22 1/4
Third 43 1/2 32 30 23 7/8
Fourth 51 36 7/8 28 5/16 23 3/8
As of June 30, 1999 there were 1,552 holders of record of
the Company's common stock as shown on the records of its
transfer agent.
DIVIDENDS
The Company has paid no cash dividends on its common stock
and anticipates that for the foreseeable future it will
continue to retain its earnings for use in its business.
TRANSFER AGENT AND REGISTRAR
Boston EquiServe
P.O. Box 644
Boston, Massachusetts 02102-0644
ANNUAL MEETING
The Annual Meeting of Stockholders of Dionex Corporation
will be held at 501 Mercury Drive, Sunnyvale, California on
Wednesday, October 27, 1999 at 9 a.m.
FORM 10-K
The Company's annual report to the Securities and Exchange
Commission on Form 10-K may be obtained without charge by
writing to:
Investor Relations
Dionex Corporation
1228 Titan Way
P.O. Box 3603
Sunnyvale, California 94088-3603
DIRECTORS
David L. Anderson
Managing Director
Sutter Hill Ventures
James F. Battey
Independent Investor
A. Blaine Bowman
President and
Chief Executive Officer
B. J. Moore
Independent Management Consultant
Riccardo Pigliucci
Chairman and Chief Executive Officer
Discovery Partners International
OFFICERS
A. Blaine Bowman
President and
Chief Executive Officer
Barton Evans, Jr.
Senior Vice President
Nebojsa Avdalovic
Vice President
Bruce L. Barton
Vice President
Michael A. Merion
Vice President
Brent J. Middleton
Vice President
Christopher Pohl
Vice President
Michael W. Pope
Vice President and
Chief Financial Officer
James C. Gaither
Secretary
Partner, Cooley Godward LLP
INDEPENDENT AUDITORS
Deloitte & Touche LLP
San Jose, California
general counsel
Cooley Godward LLP
San Francisco, California
Locations
CORPORATE HEADQUARTERS
Dionex Corporation
1228 Titan Way
P.O. Box 3603
Sunnyvale, California
94088-3603
(408) 737-0700
REGIONAL SALES AND SERVICE
Atlanta, Georgia
(770) 432-8100
Westmont, Illinois
(630) 789-3660
Marlton, New Jersey
(609) 596-0600
Houston, Texas
(281) 847-5652
Sunnyvale, California
(408) 737-8522
SALT LAKE CITY
TECHNICAL CENTER
1515 West 2200 South
Suite A
Salt Lake City, Utah
84119
(801) 972-9292
INTERNATIONAL
SUBSIDIARIES
Dionex (U.K.) Ltd.
4 Albany Court
Camberley, Surrey
GU15 2XA, England
(01276) 691722
Dionex GmbH
Am Woetzgarten 10
D65510 Idstein
Germany
(06126) 991-0
Dionex Softron GmbH
Dornierstrasse 4
D-82110 Germering
Germany
(08989) 468-0
Dionex S.r.l.
Via della Maglianella, 65R
00166 Roma
Italy
(06) 66030052
Dionex S.A.
98, rue Albert Calmette
78354 Jouy en Josas Cedex
France
01 39 46 08 40
Dionex B.V.
Lange Bunder 5
4854 MB Bavel
The Netherlands
(0161) 434303
Dionex N.V.
Wayenborgstraat 14
Omega Business Park
B-2800 Mechelen
Belgium
(015) 203800
Dionex (Switzerland) AG
Solothurnerstr. 259
4600 Olten
Switzerland
(062) 205 99 66
Dionex Austria GmbH
Laxenburger Strasse 220
A-1230 Wien, Austria
(01) 616 51 25
Nippon Dionex K.K.
Shin-Osaka GH Building
Suite #205
9-20, Nishi-Nakajima
6-chome,
Yodogawa-ku, Osaka
532 Japan
(06) 885-1213
Dionex Canada Ltd.
586 Argus Road, Suite 4
Oakville, Ontario
L6J 3J3 Canada
(905) 844-9650
EXHIBIT 21.1
SUBSIDIARIES OF DIONEX CORPORATION
The following table sets forth the names of the subsidiaries of the
Registrant, the state or other jurisdiction of incorporation or
organization of each, and the names under which subsidiaries do business
as of June 30, 1999.
State or other
jurisdiction of Name under which
incorporation or subsidiary does
Name of Subsidiary organization business
Dionex (U.K.) Limited England Dionex (U.K.) Limited
Dionex GmbH Federal Republic Dionex GmbH
of Germany
Dionex S.r.l. Italy Dionex S.r.l.
Dionex S.A. France Dionex S.A.
Dionex Export Corporation U.S. Virgin Islands Dionex Export Corporation
Dionex Canada Ltd./Ltee. Canada Dionex Canada Ltd./Ltee.
Dionex B.V. The Netherlands Dionex B.V.
Nippon Dionex K.K. Japan Nippon Dionex K.K.
Dionex N.V. Belgium Dionex N.V.
Dionex (Switzerland) AG Switzerland Dionex (Switzerland) AG
Dionex Austria GmbH Austria Dionex Austria GmbH
Dionex Softron GmbH Germany Dionex Softron GmbH
Dionex Holding GmbH Germany Dionex Holding GmbH
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statements Nos. 33-12399, 33-40796, 33-78584 and 33-65081 on Form S-8
of Dionex Corporation of our report dated July 20, 1999, appearing in
and incorporated by reference in this Annual Report on Form 10-K of
Dionex Corporation for the year ended June 30, 1999.
DELOITTE & TOUCHE
San Jose, California
September 25, 1999
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