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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, 2000
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 94085
(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]
The aggregate market value of the Registrant's Common Stock held by
nonaffiliates on September 15, 2000 (based upon the closing price of
such stock as of such date) was $535,097,383.
As of September 15, 2000, 22,054,824 shares of the Registrant's
Common Stock were outstanding.
Portions of the Registrant's 2000 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, 2000 are
incorporated by reference in Part III of this Report.
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, 1999, 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.
_________________________
*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.
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.
The Company offers the following products for IC:
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-320 IC System
In fiscal 2000, the Company introduced the DX-320, a high-
performance, dedicated IC system with more versatility than the DX-
120. The DX-320 runs isocratic and gradient applications and can be
used with the EG 40 Eluent Generator. The heart of the DX-320 is the
IC25 Integrated Pump and Detector, a compact unit enabling
conductivity detection and a dual piston pumping system.
DX-600 IC System and PeakNet 6
In fiscal 2000, the Company introduced the DX-600 IC system,
to provide the most powerful and flexible ion chromatography. The
system is modular, offering the GS50 gradient pump and IS25 isocratic
pump, the LC 20 enclosure or the LC25 or LC30 chromatography ovens,
advanced autosampler options, and the ED50 electrochemical, CD25
conductivity, AD25 absorbance and PDA-100 photodiode array methods of
detection. The advanced electronics and modularity of the system
provide enough versatility to cover any variety of demanding IC
applications. The DX-600 is automated and its data is collected and
managed by PeakNet 6 chromatography software, also introduced by the
Company in fiscal 2000. PeakNet's data query, signatures/signoffs
and "system wellness" provisions allow greater power and simplicity
in running IC. PeakNet 6 replaced the Company's PeakNet 5 series
software, just as the DX-600 replaced the DX-500 IC system. The DX-
600 IC system and PeakNet 6 software are marketed worldwide.
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.
The Company offers the following products for HPLC:
Summit HPLC System and CHROMELEON 6 Software
In fiscal 2000, the Company introduced a new version of its
Summit HPLC System, including a new photodiode array detector, the
PDA-100 and updated CHROMELEON 6 software. The Summit HPLC system
includes the P580A low pressure gradient pump or P580A high pressure
gradient pump, the ASI-100 Autosampler with optional thermal cooling
and runs using CHROMELEON 6 software. This powerful software package
now offers PDA control, multi-instrument control (including control
of other companies' equipment), validation provisions and many other
powerful features. The Summit HPLC System and CHROMELEON 6 are
marketed worldwide.
BioLC System
In fiscal 2000, the Company introduced the BioLC system. The
BioLC replaces the fiscal 1999 version of the Company's AAA-Direct
system. The BioLC features an inert, metal-free,
polyetheretherketone flow path to preserve chemically unstable
biomolecules. The BioLC provides third-generation pumps and
detectors, including the GS50 gradient pump, the premier pump for
BioLC, and a choice of the ED50 electrochemical detector, AD25
absorbance detector and PDA-100 photodiode array detector. These
options allow for a wide range of applications so that analysts can
quantify carbohydrates, amino acids, proteins and peptides, nucleic
acids and small biomolecules using the BioLC. The instrument ships
with PeakNet 6 chromatography software.
AQA Mass Spectrometer
In fiscal 2000, the Company signed an agreement with
ThermoQuest Corp. to sell Thermoquest's Finnigan AQA detector with
Dionex Summit HPLC, BioLC and DX-600 IC systems. The relationship
with ThermoQuest allows Dionex to market LC/MS and IC/MS systems to
existing and new customers worldwide, particularly in the
pharmaceutical market, but also for environmental testing, drug,
beverage and food testing and many other applications. AQA is a
compact, benchtop, single quadrupole mass detector for HPLC/MS and
IC/MS. The standard system is supplied with both Electrospray (ESI)
and Atmospheric Pressure Chemical Ionization (APCI) for maximum
analytical flexibility and the patented AQAwash for system
robustness. The relationship with ThermoQuest effectively enables
Dionex to reach chemists desiring MS capabilities who previously were
not among the Company's potential customers.
Sample Extraction - The Company offers Accelerated Solvent
Extraction (ASE) for automated sample extraction. In fiscal 2000,
the Company introduced the ASE 300, an automated sample extraction
instrument for large samples up to 100 mL. In all respects, except
sample capacity handling, the ASE 300 is similar to the ASE 200,
introduced by the Company in fiscal 1995. Both ASE systems extract
solid samples using common solvents at elevated temperatures and
pressures. The ASE systems extract 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
and 300 systems offer 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 and 300 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 AutoASE, 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.
Both the Solvent Controller Module and AutoASE are also used with the
ASE 300 system. In fiscal 2000, the Company introduced several new
applications for the ASE 200 and ASE 300. 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.
PeakNet 6, introduced in fiscal 2000, is the Company's latest
release of Windows-based applications for IC and BioLC. PeakNet 6
makes possible the use of multi-featured, high performance computer
systems to automate control, data acquisition, analysis and reporting
for the DX-120, DX-320, DX-600, DX-800 and BioLC systems. In fiscal
1994, the PeakNet PC-based Chromatography Workstation was first
introduced. In fiscal 1997, the Company introduced its latest
version of the software, PeakNet 5.0, a 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. PeakNet 6 continues to build on the previous
software while adding many technological advances made possible by
the Company's acquisition of Softron GmbH in October 1998. These
advances include multi-vendor support, provisions for electronic
signature and sign-off, SQL-based data management/retrieval, security
features, system wellness, and validation measures.
The Company introduced in fiscal 2000, as part of the Summit
HPLC system, the CHROMELEON 6 data management system. Like PeakNet
6, CHROMELEON 6 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 which is now used in
BioLC, DX-320 and DX-600 systems.
In fiscal 2000 the Company introduced the ASI-100 Autosampler
with optional thermal control for temperature-sensitive samples. The
ASI-100 provides speed, simplicity, reliability and precision with an
innovative in-line split-loop injection technology. The removable
carousels and programmable needle depth allows the ASI-100 to
accommodate a variety of sample vials and sizes. The ASI-100
replaces the Gina 50 autosampler, introduced with the Summit
predecessor in fiscal 1999.
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.
Several consumable products were introduced in fiscal 1999 and
2000, including the IonPac AS14A, CS12A, AS16 and the IonPac AS17.
The IonPac AS14A column separates common anions in environmental and
food/beverage samples quickly and with great selectivity. The IonPac
CS12A is useful in the determination of cations in drinking water,
wastewater, power plant waters, soil extracts, acid digests, chemical
additives, chemical process solutions, scrubber solutions, plating
baths, and solvents. 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. All Dionex columns are designed to enhance performance
when used with the Company's EG40 Eluent Generator. In addition, in
fiscal 1999 and 2000, the Company introduced two cation exchange
columns, the ProPac WCX-10, WAX-10 and ProPac SCX-10 and SAX-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. Finally, in fiscal 2000, the Company introduced the
CarboPac PA1, PA10, and PA-100 series columns for carbohydrate
determinations using amperometric detection. These columns are used
in the biotech and food and beverage industries, among others, to
determine charged oligosaccharides and polysaccharides.
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 (SRS), 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 and is used
in the DX-600 and DX-320 IC systems.
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 the new PDA-100 photodiode array detector, AD25 absorbance
detector and several other new detectors introduced in fiscal 2000.
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 PDA-100 and 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.
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 58% of
consolidated sales in fiscal 2000, 62% of consolidated sales in
fiscal 1999 and 57% of consolidated sales in fiscal 1998. No single
customer accounted for 10% or more of the Company's sales in fiscal
2000, 1999 or 1998.
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, 2000 was $23.1 million and at June 30, 1999 was $23.7 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 Agilent Technologies, Inc., 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 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
Agilent Technologies,Inc., 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-600 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-600 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 and 300 compete directly with standard
soxhlet, sonication, supercritical fluid extraction and microwave
extraction techniques provided by other companies. Management
believes that the ASE 200 and 300, 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.
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 2017. 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 37 of the Registrant's 2000 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.
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.
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 $14.9 million, $14.8 million and $13.3 million in
fiscal 2000, 1999 and 1998, 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 2000 had no material effect upon
capital expenditures, earnings or its competitive position.
Employees
Dionex had 805 employees at June 30, 2000, compared with 799
employees at June 30, 1999. The Company believes that its future
success depends in large part upon its continued ability to attract
and retain highly skilled employees.
Item 2. PROPERTIES
As of September 15, 2000 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 is constructing a building. The
building is expected to be completed by December 2000.
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.
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, 2000.
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 15,
2000. 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) 54 President, Chief Executive
Officer and Director
Barton Evans, Jr. 52 Senior Vice President
Nebojsa Avdalovic 65 Vice President
Der-Min Fan 50 Vice President
Craig A. McCollam 40 Vice President
Michael A. Merion 46 Vice President
Brent J. Middleton(1) 43 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.
Ms. Fan has served as Vice President, Software Engineering for
the Registrant since April 2000. Prior to that, she served as
Director of Software Engineering and in various other capacities
since joining the Company in 1991.
Mr. McCollam has served as Vice President of Finance and
Administration and Chief Financial Officer since October 1999. Prior
to that, he served as Director of Finance and Corporate Controller
since joining the Company in 1993.
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.
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 Stockholder
Information" at page 40 of the Registrant's 2000 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 23 of the Registrant's 2000 Annual
Report to Stockholders. A copy of the applicable page
is attached hereto as Exhibit 13.1.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 2000 1999 1998
Net sales 100.0% 100.0% 100.0%
Cost of sales 31.4 32.0 31.5
Revaluation of inventory acquired - 1.1 -
Gross profit 68.6 66.9 68.5
Selling, general and administrative 32.4 31.2 31.7
Research and product development 8.3 8.6 8.8
Write-off of in-process research
and development - 2.8 -
Operating income 27.9 24.3 28.0
Interest income, net .2 .3 .8
Income before taxes 28.1 24.6 28.8
Taxes on income 9.1 8.1 9.8
Net income 19.0% 16.5% 19.0%
NET SALES AND GROSS PROFIT. In fiscal 2000, the Company reported
record sales and earnings for the 20th consecutive year, excluding
nonrecurring items. The Company's consolidated sales in fiscal 2000
were $179.5 million, an increase of 4% compared with $172.9 million
reported in fiscal 1999. Sales in fiscal 1998 were $150.5 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 decreased reported sales by 1% in
fiscal 2000 and increased sales by 1% in fiscal 1999.
Sales growth in fiscal 2000 was attributable to strong growth in our
North American markets. Growth in the Company's European market was
up moderately in local currency and declined in reported dollars.
Sales in Japan declined slightly due to a large nonrecurring order
placed in Japan in fiscal 1999. Excluding the nonrecurring order in
fiscal 1999, Japan's sales increased by approximately 20% in fiscal
2000. Sales growth in fiscal 1999 was fueled by strong growth in
Japan and Europe in local currencies. However, a strengthening U.S.
dollar reduced the reported results in Europe in fiscal 1999.
Sales outside of North America accounted for 58% of consolidated
sales in fiscal 2000, 62% in fiscal 1999 and 57% in fiscal 1998. 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 91% of consolidated sales in fiscal 2000,
compared with 92% in fiscal 1999 and 90% in fiscal 1998.
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.
Gross profit was 68.6% in fiscal 2000, compared with 68.1% in fiscal
1999, excluding a nonrecurring charge of $2.0 million related to the
write-up of inventory acquired in the acquisition of Softron GmbH
(Softron). Gross profit was higher in fiscal 2000 due to product and
geographic sales mix. Gross profit in fiscal 1999 was negatively
affected by a strengthening U.S. dollar.
OPERATING EXPENSES. Selling, general and administrative ("SG&A")
expenses as a percentage of net sales increased to 32.4% in fiscal
2000, compared with 31.2% in fiscal 1999 and 31.7% in fiscal 1998.
SG&A expenses increased to $58.2 million, an increase of 8% in fiscal
2000 from $54.0 million in fiscal 1999. The increase in fiscal 2000
in SG&A expenses was attributable to the inclusion of Softron costs
for the entire fiscal year and increased selling expenses. The
increase in SG&A expenses in 1999 was attributable to the inclusion
of Softron costs for a portion of the year and higher selling
expenses. The Company anticipates that SG&A expenses will continue to
be in the range of 30% to 34% of sales in the near term.
Research and product development expenses were 8.3% of consolidated
sales in fiscal 2000 compared with 8.6% in fiscal 1999 and 8.8% in
fiscal 1998. Research and product development expenses in fiscal 2000
increased 1% to $14.9 million compared with $14.8 million in fiscal
1999. The increase was primarily due to the inclusion of Softron
costs for the entire fiscal year. Research and product development
expenses in fiscal 1999 increased 12% from $13.3 million reported in
fiscal 1998. 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. In fiscal
1999, the 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 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 three projects were completed in the second quarter of
fiscal 2000 and the third project was integrated into an existing
project. Costs incurred by the Company for these projects through
June 30, 2000 were approximately $1.6 million.
INTEREST INCOME. Interest income in fiscal 2000 of $844,000 was
$73,000 lower than the $917,000 reported in fiscal 1999. The decline
in interest income was due to lower cash balances primarily resulting
from the repurchase of the Company's common stock. Higher yields on
invested cash in fiscal 2000 partially offset the lower average cash
balances. Interest income in fiscal 1999 was lower compared to fiscal
1998 primarily due to lower cash balances primarily resulting from
the acquisition of Softron.
INTEREST EXPENSE. Interest expense in fiscal 2000 was $431,000, an
increase of 43% from the $301,000 reported in fiscal 1999. The
increase was attributable to short-term borrowings related to the
construction of a building in Japan and repurchases of the Company's
common stock. Interest expense in fiscal 1998 was $115,000. The
increase in fiscal 1999 was attributable to short-term borrowings
related to the acquisition of Softron.
INCOME TAXES. The Company's effective tax rate for fiscal 2000 was
32.5% compared with 33.2% in fiscal 1999 and 34.0% in fiscal 1998.
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. Diluted earnings per share in fiscal 2000 were
$1.46 per share, compared with $1.20 in fiscal 1999 and $1.18 in
fiscal 1998. Excluding the fiscal 1999 nonrecurring acquisition
related charges, diluted earnings per share in fiscal 1999 were
$1.40, resulting in an increase of 4% in fiscal 2000 compared with
fiscal 1999. The number of shares used in computing diluted and basic
earnings per share declined each year due to the Company's stock
repurchase program.
LIQUIDITY AND CAPITAL RESOURCES.
As of June 30, 2000 the Company had cash and cash equivalents of $9.4
million. The Company's working capital was $48.4 million at June 30,
2000, compared with $34.8 million at June 30, 1999. Working capital
increased in fiscal 2000 primarily due to an increase in accounts
receivable and inventory balances and the reduction in taxes payable
and accrued liabilities. The Company repurchased 935,850 shares of
its common stock for $34.6 million in fiscal 2000 under its stock
repurchase program. The Company repurchased 501,500 shares for $14.9
million in fiscal 1999 and 1,851,460 shares for $46.2 million in
fiscal 1998.
Cash generated by operating activities was $30.6 million in fiscal
2000, compared with $34.3 million in fiscal 1999 and $30.0 million in
fiscal 1998. The decrease in operating cash flows was due to lower
income taxes payable and accrued liabilities and higher inventory and
accounts receivable offset in part by the tax benefit related to
stock option plans.
Capital expenditures in fiscal 2000 decreased to $5.1 million,
compared with $7.5 million in fiscal 1999 and $2.5 million in fiscal
1998. The lower level of capital expenditures in fiscal 2000 was due
primarily to the high levels in fiscal 1999 caused by the addition of
a leasehold right in Japan for $3.4 million and a new internal
computer system.
At June 30, 2000, the Company had outstanding borrowings of $1.9
million and bank lines of credit totaling $38.7 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 at least the next 12 months.
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 2000 included $2.0 million related to the sale of inventory
acquired which had been revalued as a part of the purchase
accounting.
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.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in
Financial Statements, which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements filed
with the SEC. SAB 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosures related to
revenue recognition policies. SAB No. 101 will be effective for the
Company's fiscal year ended June 30, 2001.
The Company's current policy is to recognize product installation
revenue upon shipment and to accrue product installation costs at the
time revenue is recognized. Once SAB 101 is implemented, the Company
will defer installation revenue until installation has been
completed. Management has preliminarily estimated that this will
result in a cumulative effect of a change in accounting principle to
reduce net income in the range of $200,000 to $500,000 that will be
recognized in the Company's statement of operations for the first
quarter of 2001. This estimate was made based on the current
available guidance related to SAB 101, and is subject to revision.
The SEC is expected to release additional guidance related to SAB
101. This additional guidance could further affect management's
assessment of the effects of SAB 101.
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
In prior years, the Company discussed the nature and progress if its
plans to become year 2000 compliant. In 1999, the Company completed
the review of its internal systems for year 2000 compliance. As a
result of those planned and completed efforts, the Company has
experienced no significant disruptions in mission critical
information technology and non-information technology systems and
believes those systems successfully responded to the year 2000 date
change. To date, the Company spent approximately $150,000 in
remediating its systems. The Company is not aware of any material
problems resulting from year 2000 issues, either with its products,
its internal systems, or the products and services of third parties.
The Company will continue to monitor its mission critical computer
applications and those of its suppliers and vendors throughout the
year 2000 to ensure that any latent year 2000 matters that may arise
are addressed promptly.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the above
discussion 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 above in more detail. 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.
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 52% 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 $1.9 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 $2.6 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,
2000. Actual results may differ materially.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial
Statement Schedules appearing on page 29 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 4 of the
Registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders to be held October 27, 2000,
which has been previously filed.
Identification of Officers
See Pages 14 and 15 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 8 through 9 of the Registrant's definitive
Proxy Statement for the Annual Meeting of Stockholders
to be held October 27, 2000, 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 6
and 7 of the Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders to be held
October 27, 2000, which has been previously filed.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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 29 of this Report.
(2) Financial Statement Schedules - See Index to
Financial Statements and Financial Statement
Schedules at page 29 of this Report.
(3) Exhibits - See Exhibit Index at page 25 through
27 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, 2000.
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)
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).................. (11)
13.1 Portions of the Registrant's 2000 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.
(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.
(11) Incorporated by reference to the indicated exhibit in the
Registrant's Statement on Form S-8 filed December 22, 1999.
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 25, 2000 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 25, 2000
A. Blaine Bowman Officer, and Director
(Principal Executive Officer)
/s/ Craig A. McCollam Vice President of Finance September 25, 2000
Craig A. McCollam and Administration
(Principal Financial and
Accounting Officer)
/s/ David L. Anderson Director September 25, 2000
David L. Anderson
/s/ James F. Battey Director September 25, 2000
James F. Battey
/s/ B.J. Moore Director September 25, 2000
B.J. Moore
/s/ Riccardo Pigliucci Director September 25, 2000
Riccardo Pigliucci
DIONEX CORPORATION
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Page
FINANCIAL STATEMENTS
Consolidated Balance Sheets at June 30, 2000 and 1999 *
Consolidated Statements of Income for the years
ended June 30, 2000, 1999 and 1998 *
Consolidated Statements of Stockholders' Equity for
the years ended June 30, 2000, 1999 and 1998 *
Consolidated Statements of Cash Flows for the years
ended June 30, 2000, 1999 and 1998 *
Notes to Consolidated Financial Statements *
Independent Auditors' Report *
*Incorporated by reference to information contained on
pages 24 through 38 of the Registrant's 2000 Annual
Report to Stockholders. A copy of the applicable pages
is attached hereto as Exhibit 13.1
FINANCIAL STATEMENT SCHEDULES
Independent Auditors' Report 30
Schedule II - Valuation and Qualifying Accounts
and Reserves 31
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.
INDEPENDENT AUDITORS' REPORT
Dionex Corporation
We have audited the consolidated financial statements of Dionex
Corporation and its subsidiaries as of June 30, 2000 and 1999, and
for each of the three years in the period ended June 30, 2000, and
have issued our report thereon dated July 21, 2000; such financial
statements and report are included in your 2000 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 21, 2000
SCHEDULE II
DIONEX CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED JUNE 30, 2000, 1999 AND 1998
(IN THOUSANDS)
Charged
Balance (Credited) Balance
Beginning to Other End of
of Year Additions Accounts (1) Deductions Year
YEAR ENDED JUNE 30, 2000:
Allowance for
doubtful accounts $ 812 $ 245 $ (21) $ (271)(2) $ 765
Accrued product warranty
and installation $4,701 $ 2,877 $ (53) $(2,880)(3) $ 4,645
YEAR ENDED JUNE 30, 1999:
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
(1) Effects of exchange rate changes
(2) Accounts written off, net of recoveries
(3) Product warranty and installation costs
EXHIBIT 13.1
Selected Financial Information
Years ended June 30 2000 1999 1998 1997 1996
(In thousands, except per share amounts)
operating information
Net sales $179,529 $172,940 $150,513 $142,053 $133,004
Cost of sales 56,462 55,216 47,390 43,458 41,406
Revaluation of acquired inventory - 1,952 - - -
Gross profit 123,067 115,772 103,123 98,595 91,598
Operating expenses:
Selling, general
and administrative 58,196 53,974 47,689 47,344 46,290
Research and product
development 14,850 14,812 13,284 12,521 11,527
Write-off of in-process
research and development - 4,991 - - -
Total operating expenses 73,046 73,777 60,973 59,865 57,817
Operating income 50,021 41,995 42,150 38,730 33,781
Other income - - - - 1,003
Interest income 844 917 1,374 1,396 2,034
Interest expense (431) (301) (115) (85) (93)
Income before taxes on income 50,434 42,611 43,409 40,041 36,725
Taxes on income 16,391 14,137 14,759 13,814 12,762
Net income $ 34,043 $ 28,474 $ 28,650 $ 26,227 $ 23,963
Basic earnings per share $ 1.54 $ 1.28 $ 1.25 $ 1.09 $ .91
Diluted earnings per share $ 1.46 $ 1.20 $ 1.18 $ 1.03 $ .87
Shares used in computing per share amounts:
Basic 22,174 22,287 22,978 24,103 26,224
Diluted 23,364 23,640 24,316 25,440 27,439
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 2000 1999 1998 1997 1996
(In thousands)
balance sheet information
Working capital $ 48,390 $ 34,755 $ 35,745 $ 48,215 $ 47,888
Total assets 163,153 146,674 107,259 118,163 113,186
Long-term debt - 990 - - -
Stockholders' equity 118,442 95,738 70,689 84,163 82,204
Consolidated Balance Sheets
At June 30 2000 1999
(In thousands, except share and per share amounts)
ASSETS
Current assets:
Cash and equivalents (including invested cash
of $5,397 in 2000 and $5,987 in 1999) $ 9,386 $ 11,336
Accounts receivable (net of allowance for
doubtful accounts of $765 in 2000 and
$812 in 1999) 42,965 39,996
Inventories 16,809 12,702
Deferred taxes 9,757 10,361
Prepaid expenses and other 1,706 1,800
Total current assets 80,623 76,195
Property, plant and equipment, net 40,842 39,306
Intangible assets 8,451 9,924
Marketable equity securities 26,450 14,452
Other assets 6,787 6,797
$163,153 $146,674
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 1,891 $ 796
Accounts payable 5,661 6,049
Accrued liabilities 17,783 21,361
Income taxes payable 2,253 8,533
Accrued product warranty 4,645 4,701
Total current liabilities 32,233 41,440
Deferred taxes and other 12,478 8,506
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;
80,000,000 shares authorized; shares outstanding:
22,122,863 in 2000 and 22,314,442 in 1999) 60,957 46,445
Retained earnings 48,285 46,677
Accumulated other comprehensive income 9,200 2,616
Total stockholders' equity 118,442 95,738
$163,153 $146,674
See notes to consolidated financial statements.
Consolidated Statements of Income
Years ended June 30 2000 1999 1998
(In thousands, except per share amounts)
Net sales $179,529 $172,940 $150,513
Cost of sales 56,462 55,216 47,390
Revaluation of acquired inventory - 1,952 -
Gross profit 123,067 115,772 103,123
Operating expenses:
Selling, general and administrative 58,196 53,974 47,689
Research and product development 14,850 14,812 13,284
Write-off of in-process
research and development - 4,991 -
Total operating expenses 73,046 73,777 60,973
Operating income 50,021 41,995 42,150
Interest income 844 917 1,374
Interest expense (431) (301) (115)
Income before taxes on income 50,434 42,611 43,409
Taxes on income 16,391 14,137 14,759
Net income $ 34,043 $ 28,474 $ 28,650
Basic earnings per share $ 1.54 $ 1.28 $ 1.25
Diluted earnings per share $ 1.46 $ 1.20 $ 1.18
Shares used in computing earnings per share:
Basic 22,174 22,287 22,978
Diluted 23,364 23,640 24,316
See notes to consolidated financial statements.
Consolidated Statements of Stockholders' Equity
Other
Compre-
hensive Compre-
Common Stock Retained Income hensive
Shares Amount Earnings (Loss) Total Income
(Dollars in thousands)
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
including related tax
benefits 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
including related tax
benefits 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
Comprehensive income, net of tax:
Net income 34,043 34,043 $34,043
Foreign currency
translation adjustments (689) (689) (689)
Unrealized gain on securities 7,273 7,273 7,273
Comprehensive income 34,043 6,584 $40,627
Common stock issued under
employee benefit plans
including related tax
benefits 744,271 16,699 16,699
Repurchase of common stock (935,850) (2,187) (32,435) (34,622)
Balance at June 30, 2000 22,122,863 $60,957 $ 48,285 $ 9,200 $118,442
See notes to consolidated financial statements.
Consolidated Statements of Cash Flows
Years ended June 30 2000 1999 1998
(In thousands)
Cash and equivalents provided by (used for):
Cash flows from operating activities:
Net income $ 34,043 $ 28,474 $ 28,650
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 4,519 3,731 2,543
Tax benefit related to stock
option plans 8,555 3,202 2,101
Deferred taxes 499 (2,434) (811)
Changes in assets and liabilities:
Accounts receivable (2,646) (5,945) (4,062)
Inventories (4,363) 907 (841)
Prepaid expenses and other assets 39 (3,851) (56)
Accounts payable (351) (210) 1,313
Accrued liabilities (3,378) 2,900 (1,100)
Income taxes payable (6,308) 1,996 1,790
Accrued product warranty (6) 565 456
Net cash provided by operating activities 30,603 34,326 29,983
Cash flows from investing activities:
Purchase of temporary cash investments - (3,500) (13,500)
Proceeds from maturities of temporary
cash investments - 9,350 15,902
Purchase of property, plant and equipment (5,128) (7,460) (2,502)
Acquisition, net of cash acquired - (22,906) -
Other (664) 61 99
Net cash used for investing activities (5,792) (24,455) (1)
Cash flows from financing activities:
Net change in notes payable to banks 213 19 -
Sale of common stock 8,144 3,880 3,489
Repurchase of common stock (34,622) (14,854) (46,153)
Other 149 (405) 291
Net cash used for financing activities (26,116) (11,360) (42,373)
Effect of exchange rate changes on cash (645) (359) 951
Net decrease in cash and equivalents (1,950) (1,848) (11,440)
Cash and equivalents, beginning of year 11,336 13,184 24,624
Cash and equivalents, end of year $ 9,386 $ 11,336 $ 13,184
Noncash investing activities:
Common stock issued in connection
with acquisition of Softron GmbH $ - $ 1,388 $ -
See notes to consolidated financial statements.
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. The
Company maintains allowances for potential credit losses.
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 obtain timely deliveries of parts from suppliers; the
ability to manufacture products on an efficient and timely basis and
at reasonable cost and in sufficient volume; the ability to attract
and retain talented employees and other risks as detailed from time
to time in the Company's filings 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 $1,452,000 and $655,000 at June 30, 2000 and
1999, respectively.
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 2000, 1999 and 1998 include 1,190,000, 1,353,000
and 1,338,000, 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, 2000, the Company had forward exchange contracts to sell
foreign currencies totaling $18.7 million dollars, including
approximately $7.6 million in Japanese yen, $9.3 million in Euros and
the remainder in British pounds, Swiss francs and Canadian dollars.
At June 30, 2000 and 1999, 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.
Reclassifications. Certain reclassifications have been made to the
prior year financial statements to conform with the fiscal 2000
financial statements presentation.
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. 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.
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in
Financial Statements, which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements filed
with the SEC. SAB 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosures related to
revenue recognition policies. SAB 101 will be effective for the
Company's fiscal year ended June 30, 2001.
The Company's current policy is to recognize product installation
revenue upon shipment and to accrue product installation costs at the
time revenue is recognized. Once SAB 101 is implemented, the Company
will defer installation revenue until installation has been
completed. Management has preliminarily estimated that this will
result in a cumulative effect of a change in accounting principle to
reduce net income in the range of $200,000 to $500,000 that will be
recognized in the Company's statement of operations for the first
quarter of 2001. This estimate was made based on the current
available guidance related to SAB 101, and is subject to revision.
The SEC is expected to release additional guidance related to SAB
101. This additional guidance could further affect management's
assessment of the effects of SAB 101.
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 year
ended June 30, 1999 give effect to the acquisition as if it had
occurred at the beginning of fiscal 1999. 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
(In thousands, except per share amounts)
Net sales $176,716
Income from continuing operations $ 48,686
Net income $ 32,516
Basic earnings per share $ 1.45
Diluted earnings per share $ 1.37
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 Company had no temporary cash investments at June 30, 2000 and
1999.
All maturities during fiscal 1999 were held-to-maturity investments.
There were no sales of securities for the years ended June 30, 2000,
1999 and 1998.
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 3% and has been classified
as "available for sale" and is included in marketable equity
securities. At June 30, 2000 and 1999, the fair value of this
investment was $26,441,000 and $14,331,000, respectively.
Note 4 / INVENTORIES
Inventories at June 30 consist of:
2000 1999
(In thousands)
Finished goods $ 6,217 $ 5,035
Work in process 3,115 2,426
Raw materials and subassemblies 7,477 5,241
$ 16,809 $ 12,702
Note 5 / PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at June 30 consist of:
2000 1999
(In thousands)
Land $ 19,653 $ 19,220
Buildings and improvements 20,597 18,394
Machinery, equipment and tooling 16,427 15,426
Furniture and fixtures 5,598 4,953
62,275 57,993
Accumulated depreciation and amortization (21,433) (18,687)
Property, plant and equipment, net $ 40,842 $ 39,306
Note 6 / FINANCING ARRANGEMENTS
The Company has unsecured lines of credit with various domestic and
foreign banks totaling approximately $38.7 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 September 30, 2000 and December 31,
2002. Borrowings in each country bear interest at the local reference
rates which ranged from 1.0% to 9.8% at June 30, 2000. Amounts
outstanding under these lines totaled $1,891,000 at June 30, 2000 and
$579,000 at June 30, 1999.
Such line of credit agreements impose certain financial restrictions
relating to cash dividends, working capital and tangible net worth.
At June 30, 2000, 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. This note was repaid during fiscal
2000.
One of the Company's foreign subsidiaries discounts trade notes
receivable with a bank. Total notes receivable discounted were
approximately $13.2 million in fiscal 2000 and $11.4 million in
fiscal 1999. The uncollected balances of notes receivable due the
discounting bank at June 30, 2000 and 1999 were approximately $3.3
million and $2.9 million, respectively. The Company is contingently
liable for these unpaid balances.
Total interest paid was $470,000 in 2000, $258,000 in 1999 and
$115,000 in 1998.
Note 7 / ACCRUED LIABILITIES
Accrued liabilities at June 30 consist of:
2000 1999
(In thousands)
Accrued payroll and related expenses $ 9,282 $ 9,525
Deferred revenues 3,917 3,475
Accrued stock repurchases - 2,262
Other accrued liabilities 4,584 6,099
$17,783 $21,361
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 increments over a
period of four years 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, 2000 is summarized below.
2000 1999 1998
Wtd. Avg. Wtd. Avg. Wtd. Avg.
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
Options outstanding,
beginning of year 2,869,031 $13.88 3,202,700 $12.82 3,050,176 $ 9.60
Granted 1,107,200 32.28 53,200 32.53 605,100 24.28
Exercised (699,549) 9.84 (377,119) 7.27 (418,072) 5.91
Canceled (186,600) 25.92 (9,750) 21.42 (34,504) 13.17
Options outstanding,
end of year 3,090,082 $20.66 2,869,031 $13.88 3,202,700 $12.82
Options exercisable
at year-end 1,620,934 $12.79 2,016,907 $10.66 1,899,100 $ 8.41
Weighted average fair
value of options
granted during the year $17.78 $12.97 $ 9.37
Additional information regarding options outstanding as of June 30,
2000 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 - 8.34 618,170 2.53 $ 7.34 618,170 $ 7.34
10.44 - 16.31 888,325 5.73 13.78 748,375 13.30
19.75 - 30.75 517,687 7.43 24.30 247,689 24.20
32.00 - 32.25 1,022,600 9.64 32.09 0 0.00
32.87 - 45.75 43,300 7.01 38.89 6,700 34.87
$ 4.38 - 45.75 3,090,082 6.69 $20.66 1,620,934 $12.79
At June 30, 2000, 1,482,708 shares were available for future grants
under the Option Plans. In October 1999, the stockholders approved an
amendment to the Dionex Corporation Stock Option Plan to increase the
number of authorized shares by 650,000.
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 44,722, 59,822 and
55,238 shares in 2000, 1999 and 1998 at weighted average prices of
$28.24, $19.02 and $18.42, respectively. The weighted average fair
value of the 2000, 1999 and 1998 awards was $8.69, $6.08 and $5.41,
respectively. At June 30, 2000, 1,193,210 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 2000, 1999 and 1998 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:
2000 1999 1998
(In thousands, except per share amounts)
Net income:
As reported $34,043 $28,474 $28,650
Pro forma 30,421 25,547 26,860
Basic earnings per share:
As reported $ 1.54 $ 1.28 $ 1.25
Pro forma 1.37 1.16 1.18
Diluted earnings per share
As reported $ 1.46 $ 1.20 $ 1.18
Pro forma 1.30 1.09 1.11
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:
2000 1999 1998
Volatility 40% 36% 30%
Risk-free interest rate 6.13% 4.67% 5.67%
Expected life of options 5.6 years 5.3 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 ($1,156,000
in 2000, $1,085,000 in 1999, $988,000 in 1998) 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 2000 1999 1998
(In thousands)
Current:
Federal $10,050 $ 9,531 $10,747
State 1,574 1,983 1,925
Foreign 4,268 5,057 2,898
Total current 15,892 16,571 15,570
Deferred:
Federal 505 (1,986) (836)
State 186 (289) (52)
Foreign (192) (159) 77
Total deferred 499 (2,434) (811)
$16,391 14,137 $14,759
Domestic and foreign income before taxes on income is as follows:
Years ended June 30 2000 1999 1998
(In thousands)
Domestic $43,040 $32,079 $36,407
Foreign 7,394 10,532 7,002
$50,434 $42,611 $43,409
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial 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 2000 1999
(In thousands)
Current deferred tax assets:
Accounting accruals deductible in
different periods for tax purposes $ 9,283 $ 9,809
State income tax 328 407
Other 146 145
Total current deferred tax assets 9,757 10,361
Noncurrent deferred tax asset-Difference
in tax basis from acquisition 2,132 2,636
Noncurrent deferred tax liabilities:
Accelerated depreciation 904 906
Net unrealized gain on available for
sale securities 9,379 4,531
Excess tax basis from acquisition 2,132 2,636
Other 63 65
Total deferred tax liabilities 12,478 8,138
Net deferred tax assets (liabilities) $ (589) $ 4,859
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 2000 1999 1998
Statutory Federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of Federal
income tax effect 2.0 3.0 2.9
FSC income not taxed (2.8) (3.3) (3.1)
Taxes on foreign income 1.0 (3.2) (1.5)
Other (2.7) .6 .7
32.5% 33.2% 34.0%
Income taxes paid were $11,822,000 in 2000, $11,494,000 in 1999 and
$11,706,000 in 1998.
The Company has not provided for Federal income taxes on
approximately $31.4 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
$2,199,000 for 2001, $1,525,000 for 2002, $1,108,000 for 2003,
$945,000 for 2004, $816,000 for 2005 and $5,250,000 thereafter.
Total rental expense for all operating leases was $3,713,000 in 2000,
$3,240,000 in 1999, and $2,940,000 in 1998.
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:
2000 1999 1998
(In thousands)
Net sales to unaffiliated customers:
United States $ 68,807 $ 60,191 $ 60,059
Europe 59,420 63,320 46,907
Japan 29,837 32,086 23,461
Other International 21,465 17,343 20,086
Consolidated net sales to
unaffiliated customers $179,529 $172,940 $150,513
Long-lived assets:
United States $104,290 $ 92,132 $ 52,415
Europe 24,024 24,229 2,659
Japan 7,989 4,678 781
Eliminations (53,773) (50,560) (17,955)
Consolidated assets $ 82,530 $ 70,479 $ 37,900
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, 2000 and 1999.
Quarter
First Second Third Fourth
(In thousands, except per share amounts)
Fiscal 2000:
Net sales $41,790 $48,060 $47,336 $42,343
Gross profit 28,216 33,040 32,847 28,964
Net income 7,372 9,629 9,662 7,380
Basic earnings per share $ .33 $ .43 $ .44 $ .33
Diluted earnings per share $ .31 $ .41 $ .42 $ .32
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
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, 2000 and 1999,
and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended
June 30, 2000. 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 auditing standards
generally accepted in the United States of America. 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, 2000 and 1999, and the
results of their operations and their cash flows for each of the
three years in the period ended June 30, 2000 in conformity with
accounting principles generally accepted in the United States of
America.
San Jose, California
July 21, 2000
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 2000 Fiscal 1999
Quarter High Low High Low
First $48 $38 5/8 $27 1/8 $20 5/16
Second 46 15/32 37 15/16 39 5/8 18 3/4
Third 42 1/8 28 9/16 43 1/2 32
Fourth 37 3/4 26 3/4 51 36 7/8
As of June 30, 2000 there were 1,447 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
EquiServe L.P.
150 Royall Street
Canton, MA 02021
Investor Relations Number: 781-575-3120
Internet Address: http://www.EquiServe.com
ANNUAL MEETING
The Annual Meeting of Stockholders of Dionex Corporation will be held
at 501 Mercury Drive, Sunnyvale, California on Friday, October 27,
2000 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
Der-Min Fan
Vice President
Craig A. McCollam
Vice President and
Chief Financial Officer
Michael A. Merion
Vice President
Brent J. Middleton
Vice President
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
(856) 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 Woertzgarten 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) 66515052
Dionex S.A.
164-166 avenue Joseph Kessel
78960 Voisins Le Bretonneux
France
01 39 30 01 10
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.
1540 Cornwall Road, Suite 204
Oakville, Ontario
L6J 7W5 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, 2000.
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. 333-93473, 33-12399, 33-40796, 33-78584 and 33-65081
on Form S-8 of Dionex Corporation of our reports dated July 21, 2000,
appearing in and incorporated by reference in this Annual Report on
Form 10-K of Dionex Corporation for the year ended June 30, 2000.
DELOITTE & TOUCHE LLP
San Jose, California
September 25, 2000
