FORM 10-Q/A
(Amendment No. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
(X)Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000
OR
( )Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number 001-10109
BECKMAN COULTER, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-104-0600
(State of Incorporation) (I.R.S. Employer
Identification No.)
4300 N. Harbor Boulevard, Fullerton, California 92834-3100
(Address of principal executive offices) (Zip Code)
(714) 871-4848
(Registrant's telephone number including area code)
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 ( ).
APPLICABLE ONLY TO CORPORATE ISSUERS:
Outstanding shares of common stock, $0.10 par value, as of
May 1, 2000: 29,358,170 shares.
<PAGE>
Footnote number 9 to the Condensed Consolidated Financial Statements
included in Part I, Item I of the Form 10-Q filed on May 12, 2000
is hereby amended.
PART I
FINANCIAL INFORMATION
Item I. Financial Statements
BECKMAN COULTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Amounts Per Share and Share Data)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
---- ----
<S> <C> <C>
Sales $434.4 $405.1
Cost of sales 231.5 211.2
------ ------
Gross profit 202.9 193.9
Operating costs and expenses:
Selling, general and administrative 115.2 111.8
Research and development 40.9 38.8
------ ------
Total operating costs and
expenses 156.1 150.6
------ ------
Operating income 46.8 43.3
------ ------
Nonoperating (income) and expenses:
Interest income (1.4) (2.0)
Interest expense 18.6 18.2
Other, net (0.8) 2.0
------ ------
Total nonoperating expenses 16.4 18.2
------ ------
Earnings before income taxes 30.4 25.1
Income taxes 9.4 8.0
------ ------
Net earnings $ 21.0 $ 17.1
====== ======
Basic earnings per share $ 0.72 $ 0.60
Weighted average number of shares
outstanding (in thousands) 29,096 28,460
Diluted earnings per share $ 0.70 $ 0.58
Weighted average number of shares and
dilutive shares outstanding (in
thousands) 30,181 29,558
Dividends declared per share $ 0.16 $ 0.16
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
<PAGE>
BECKMAN COULTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Millions, Except Amounts per Share)
<TABLE>
<CAPTION>
March December
31, 31,
2000 1999
---- ----
Unaudited
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 9.2 $ 34.4
Trade and other receivables 516.5 566.4
Inventories 346.5 313.1
Other current assets 55.0 52.5
-------- --------
Total current assets 927.2 966.4
Property, plant and equipment, net 295.7 305.9
Goodwill, less accumulated amortization of
$29.0 and $26.3 at March 31, 2000 and
December 31, 1999, respectively 342.0 344.7
Other intangibles, less accumulated
amortization of $51.6 and $46.8 at
March 31, 2000 and December 31, 1999
respectively 395.1 399.9
Other assets 69.2 93.9
-------- --------
Total assets $2,029.2 $2,110.8
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable and current maturities of
long-term debt $ 47.8 $ 50.0
Accounts payable, accrued expenses and
other liabilities 402.4 474.1
Income taxes 54.9 51.8
-------- --------
Total current liabilities 505.1 575.9
Long-term debt, less current maturities 958.1 980.7
Other liabilities 324.4 326.3
-------- --------
Total liabilities 1,787.6 1,882.9
-------- --------
Stockholders' equity:
Preferred stock, $0.10 par value;
authorized 10.0 shares; none issued - -
Common stock, $0.10 par value; authorized
75.0 shares; shares issued 29.3 and 29.1
at March 31, 2000 and December 31, 1999,
respectively; shares outstanding 29.3
and 29.0 at March 31, 2000 and December
31, 1999, respectively 2.9 2.9
Additional paid-in capital 135.0 134.5
Retained earnings 139.3 123.0
Accumulated other comprehensive loss:
Cumulative foreign currency translation
adjustment (35.6) (24.3)
Treasury stock, at cost - (8.2)
-------- --------
Total stockholders' equity 241.6 227.9
-------- --------
Total liabilities and stockholders'
equity $2,029.2 $2,110.8
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BECKMAN COULTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
---- ----
<S> <C> <C>
Cash Flows from Operating Activities
Net earnings $ 21.0 $ 17.1
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 33.0 37.6
Net deferred income taxes 0.3 (0.6)
Proceeds from sales of sales-type lease
receivables 29.9 18.7
Changes in assets and liabilities:
Trade and other receivables 28.1 (33.4)
Inventories (37.6) (11.9)
Accounts payable, accrued expenses
and other liabilities (68.2) (33.4)
Income taxes payable 3.4 4.4
Other 6.2 16.5
------ ------
Net cash provided by operating
activities 16.1 15.0
------ ------
Cash Flows from Investing Activities
Additions to property, plant and equipment (37.1) (35.5)
Proceeds from sale of certain clinical
chemistry assets 12.0 -
Proceeds from sale of property, plant and
equipment 0.9 0.6
------ ------
Net cash used by investing
activities (24.2) (34.9)
Cash Flows from Financing Activities
Dividends to stockholders (4.7) (4.6)
Proceeds from issuance of stock 8.6 3.1
Notes payable reductions (1.2) (13.2)
Long-term debt borrowings - 35.0
Long-term debt reductions (18.5) (6.2)
------ ------
Net cash (used) provided by
financing activities (15.8) 14.1
------ ------
Effect of exchange rates on cash and
equivalents (1.3) 0.2
------ ------
Decrease in cash and equivalents (25.2) (5.6)
Cash and equivalents - beginning of period 34.4 24.7
------ ------
Cash and equivalents - end of period $ 9.2 $ 19.1
====== ======
Supplemental Disclosures of Cash Flow
Information
Cash paid during the period for:
Interest $ 17.3 $ 15.4
Income taxes $ 6.3 $ 3.6
Non-cash Investing and Financing Activities:
Purchase of equipment under capital lease $ 0.4 $ 2.1
Receivable from sale of certain clinical
chemistry assets $ 4.6 $ -
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BECKMAN COULTER, INC.
Notes To Condensed Consolidated Financial Statements
March 31, 2000
Unaudited
1. Report by Management
- -------------------------
We prepared the accompanying Condensed Consolidated Financial
Statements following the requirements of the Securities and
Exchange Commission ("SEC") for interim reporting. As
permitted under those rules, certain footnotes or other
financial information normally required by generally accepted
accounting principles ("GAAP") have been condensed or omitted.
In addition, we have reclassified certain prior period data to
conform to the current presentation.
The financial statements include all normal and recurring
adjustments that we consider necessary for the fair
presentation of our financial position and operating results.
To obtain a more detailed understanding of our results, these
Condensed Consolidated Financial Statements should be read in
conjunction with the consolidated financial statements and
notes in our annual report on Form 10-K for the year ended
December 31, 1999.
Revenues, expenses, assets, and liabilities can vary between
the quarters of the year. Therefore, the results and trends
in these interim financial statements may not be the same as
those for the full year.
2. Comprehensive Income
- -------------------------
Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income", establishes standards for
the reporting and display of comprehensive income. Components
of comprehensive income include net earnings and foreign
currency translation adjustments. The components of
comprehensive income are as follows (in millions):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
---- ----
<S> <C> <C>
Net earnings $ 21.0 $ 17.1
Foreign currency
translation adjustment (11.3) (11.3)
------ ------
Comprehensive income $ 9.7 $ 5.8
====== ======
</TABLE>
3. Earnings Per Share
- -----------------------
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share", establishes standards for computing and presenting
earnings per share (EPS), where:
- "basic earnings per share" includes only actual weighted
average shares outstanding; and
- "diluted earnings per share" includes the effect of any
items that are dilutive, such as stock options.
The following table summarizes the computation of EPS (in
millions, except amounts per share):
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
---- ----
Per Per
Net Share Net Share
Earnings Shares Amount Earnings Shares Amount
-------- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Net earnings $21.0 29.1 $0.72 $17.1 28.5 $0.60
Effect of
dilutive
stock options - 1.1 (0.02) - 1.1 (0.02)
----- ---- ----- ----- ---- -----
Diluted EPS:
Net earnings $21.0 30.2 $0.70 $17.1 29.6 $0.58
===== ==== ===== ===== ==== =====
</TABLE>
4. Sale of Receivables
- ------------------------
During the three months ended March 31, 2000, we sold certain
financial assets (primarily consisting of sales-type lease
receivables) as part of our plan to reduce debt. The net book
value of financial assets sold was $29.8 million for which we
received $29.9 million in cash proceeds. During the three
months ended March 31, 1999, we sold similar assets with a net
book value of $18.0 million for cash proceeds of $18.7
million. Under the provisions of Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of
Liabilities", the transactions were accounted for as sales and
as a result the related receivables have been excluded from
the accompanying Condensed Consolidated Balance Sheets. We
have established a reserve for potential losses, since the
sales are subject to certain recourse provisions.
5. Inventories
- ----------------
Inventories consisted of the following (in millions):
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Finished products $235.3 $210.9
Raw materials, parts and
assemblies 92.6 87.2
Work in process 18.6 15.0
------ ------
$346.5 $313.1
====== ======
</TABLE>
6. Provision for Restructuring Operations
- -----------------------------------------
We recorded a restructuring charge of $4.3 million, $2.6
million after taxes, in the fourth quarter of 1999. The
following table details the activity within the accrual for
the three months ended March 31, 2000 (in millions):
<TABLE>
<CAPTION>
Facility
Consolidation
Personnel and
and Asset-related
Other Write-offs Total
----- ---------- -----
<S> <C> <C> <C>
Balance at December 31, 1999:
Consolidation of sales,
general administrative
and technical functions $ 3.0 $ 0.6 $ 3.6
2000 year-to-date activity:
Consolidation of sales,
general administrative
and technical functions (0.9) (0.1) (1.0)
----- ----- -----
Balance at March 31, 2000:
Consolidation of sales,
general administrative
and technical functions $ 2.1 $ 0.5 $ 2.6
===== ===== =====
</TABLE>
We recorded a restructuring charge of $19.1 million, $11.2
million after taxes, in the fourth quarter of 1998. The
following table details the activity within the accrual for
the three months ended March 31, 2000 (in millions):
<TABLE>
<CAPTION>
Facility
Consolidation
Personnel and
and Asset-related
Other Write-offs Total
----- ---------- -----
<S> <C> <C> <C>
Balance at December 31, 1999:
Consolidation of sales,
general administrative and
technical functions $ 8.3 $ - $ 8.3
Changes in manufacturing
operations 1.1 4.5 5.6
----- ----- -----
Remaining provision included
in accrued expenses at
December 31, 1999 $ 9.4 $ 4.5 $13.9
===== ===== =====
2000 year-to-date activity:
Consolidation of sales,
general administrative and
technical functions $(0.3) $ - $(0.3)
Changes in manufacturing
operations (0.3) (3.7) (4.0)
----- ----- -----
Total 2000 year-to-date
activity $(0.6) $(3.7) $(4.3)
===== ===== =====
Balance at March 31, 2000:
Consolidation of sales,
general administrative and
technical functions $ 8.0 $ - $ 8.0
Changes in manufacturing
operations 0.8 0.8 1.6
----- ----- -----
Balance at March 31, 2000 $ 8.8 $ 0.8 $ 9.6
===== ===== =====
</TABLE>
In the fourth quarter of 1997, we recorded a restructuring
charge of $59.4 million, $36.4 million after taxes. The
following table details the activity within the accrual for
the three months ended March 31, 2000 (in millions):
<TABLE>
<CAPTION>
Facility
Consolidation
Personnel and
and Asset-related
Other Write-offs Total
----- ---------- -----
<S> <C> <C> <C>
Balance at December 31, 1999:
Consolidation of sales,
general administrative and
technical functions $ 1.7 $ 1.7 $ 3.4
Changes in manufacturing
operations 1.6 - 1.6
----- ----- -----
Remaining provision included
in accrued expenses at
December 31, 1999 $ 3.3 $ 1.7 $ 5.0
===== ===== =====
2000 year-to-date activity:
Consolidation of sales,
general administrative and
technical functions $(1.2) $(0.6) $(1.8)
Changes in manufacturing
operations (1.2) - (1.2)
----- ----- -----
Total 2000 year-to-date
activity $(2.4) $(0.6) $(3.0)
===== ===== =====
Balance at March 31, 2000:
Consolidation of sales,
general administrative and
technical functions $ 0.5 $ 1.1 $ 1.6
Changes in manufacturing
operations 0.4 - 0.4
----- ----- -----
Balance at March 31, 2000 $ 0.9 $ 1.1 $ 2.0
===== ===== =====
</TABLE>
7. Debt Financing and Guarantor Subsidiaries
- ---------------------------------------------
In March 1998, we issued $160.0 million of 7.10% Senior Notes
due 2003 and $240.0 million of 7.45% Senior Notes due 2008
(the "Offering"). We used the net proceeds of $394.3 million
to reduce borrowings and commitments under our bank facilities
and for operating purposes. In connection with the Offering,
certain of our subsidiaries (the "Guarantor Subsidiaries")
jointly, fully, severally, and unconditionally guaranteed such
notes. We present below the supplemental condensed financial
information (in millions) of the Parent, Guarantor
Subsidiaries and Non-Guarantor Subsidiaries. Please note that
in this footnote, we used the equity method of accounting for
our investments in subsidiaries and the Guarantor
Subsidiaries' investments in Non-Guarantor Subsidiaries. This
financial information should be read in conjunction with the
Condensed Consolidated Financial Statements.
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Subsi- Subsi- Elimina- Consoli-
Parent diaries diaries tions dated
------ ------- ------- ----- -----
Condensed
Consolidated
Balance Sheet
March 31, 2000
<S> <C> <C> <C> <C> <C>
Assets:
Cash and
equivalents $(40.2) $ (4.2) $ 53.6 $ - $ 9.2
Trade and other
receivables 231.8 6.1 278.6 - 516.5
Inventories 232.1 38.3 125.2 (49.1) 346.5
Other current
assets 510.6 811.3 73.5 (1,340.4) 55.0
------- ------ ------ --------- -------
Total current
assets 934.3 851.5 530.9 (1,389.5) 927.2
Property, plant and
equipment, net 159.6 82.1 124.5 (70.5) 295.7
Goodwill, net 10.1 323.1 8.8 - 342.0
Other intangibles,
net 29.6 362.2 3.3 - 395.1
Other assets 1,334.9 30.2 235.4 (1,531.3) 69.2
-------- -------- ------ --------- --------
Total assets $2,468.5 $1,649.1 $902.9 $(2,991.3) $2,029.2
======== ======== ====== ========= ========
Liabilities:
Notes payable and
current
maturities
of long-term
debt $ 9.9 $ 0.7 $ 37.2 $ - $ 47.8
Accounts payable,
accrued expenses 279.4 34.2 88.8 - 402.4
Other current
liabilities 556.9 295.5 98.9 (896.4) 54.9
-------- -------- ------ --------- --------
Total current
liabilities 846.2 330.4 224.9 (896.4) 505.1
Long-term debt,
less current
maturities 895.8 0.1 62.2 - 958.1
Other liabilities 485.0 642.8 180.6 (984.0) 324.4
-------- -------- ------ --------- --------
Total
liabilities 2,227.0 973.3 467.7 (1,880.4) 1,787.6
Total stockholders'
equity 241.5 675.8 435.2 (1,110.9) 241.6
-------- -------- ------ --------- --------
Total
liabilities
and
stockholders'
equity $2,468.5 $1,649.1 $902.9 $(2,991.3) $2,029.2
======== ======== ====== ========= ========
</TABLE>
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Subsi- Subsi- Elimina- Consoli-
Parent diaries diaries tions dated
------ ------- ------- ----- ------
Condensed Consolidated
Balance Sheet
December 31, 1999
<S> <C> <C> <C> <C> <C>
Assets:
Cash and equivalents $ (5.3) $ 3.7 $ 36.0 $ - $ 34.4
Trade and other
receivables 255.8 6.0 304.6 - 566.4
Inventories 201.0 32.1 122.7 (42.7) 313.1
Other current
assets 455.4 725.7 95.4 (1,224.0) 52.5
------- -------- ------ --------- --------
Total current
assets 906.9 767.5 558.7 (1,266.7) 966.4
Property, plant and
equipment, net 152.4 84.6 142.3 (73.4) 305.9
Goodwill, net 10.3 325.6 8.8 - 344.7
Other intangibles,
net 30.2 366.2 3.5 - 399.9
Other assets 1,457.9 35.8 279.2 (1,679.0) 93.9
-------- -------- ------ --------- --------
Total assets $2,557.7 $1,579.7 $992.5 $(3,019.1) $2,110.8
======== ======== ====== ========= ========
Liabilities:
Notes payable and
current maturities
of long-term debt $ 4.4 $ 1.1 $ 44.5 $ - $ 50.0
Accounts payable,
accrued expenses 368.3 32.7 95.6 (22.5) 474.1
Other current
liabilities 530.9 213.1 131.0 (823.2) 51.8
-------- -------- ------ -------- --------
Total current
liabilities 903.6 246.9 271.1 (845.7) 575.9
Long-term debt,
less current
maturities 913.0 0.1 67.6 - 980.7
Other liabilities 513.2 647.9 213.0 (1,047.8) 326.3
-------- -------- ------ -------- --------
Total
liabilities 2,329.8 894.9 551.7 (1,893.5) 1,882.9
Total stockholders'
equity 227.9 684.8 440.8 (1,125.6) 227.9
-------- -------- ------ -------- --------
Total
liabilities
and
stockholders'
equity $2,557.7 $1,579.7 $992.5 $(3,019.1) $2,110.8
======== ======== ====== ========= ========
</TABLE>
[CAPTION]
<TABLE>
Non-
Guarantor Guarantor
Subsi- Subsi- Elimina- Consoli-
Parent diaries diaries tions dated
------ ------- ------- ----- -----
Condensed Consolidated
Statement of Operations
Quarter ended
March 31, 2000
<S> <C> <C> <C> <C> <C>
Sales $330.3 $ 75.7 $222.7 $(194.3) $434.4
Operating costs and
expenses:
Cost of sales 202.6 55.9 169.5 (196.5) 231.5
Selling, general
and administrative 61.3 12.6 41.3 - 115.2
Research and
development 24.2 15.4 1.3 - 40.9
------ ------ ------ ------- ------
Operating
income (loss) 42.2 (8.2) 10.6 2.2 46.8
Nonoperating (income)
expense 13.8 3.4 (0.7) (0.1) 16.4
------ ------ ------ ------- ------
Earnings (loss) before
income taxes 28.4 (11.6) 11.3 2.3 30.4
Income taxes (benefit) 8.8 (3.1) 3.0 0.7 9.4
------ ------ ------ ------- ------
Net earnings
(loss) $ 19.6 $ (8.5) $ 8.3 $ 1.6 $ 21.0
====== ======= ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Subsi- Subsi- Elimina- Consoli-
Parent diaries diaries tions dated
------ ------- ------- ----- -----
Condensed Consolidated
Statement of Operations
Quarter ended
March 31, 1999
<S> <C> <C> <C> <C> <C>
Sales $282.0 $88.2 $216.5 $(181.6) $405.1
Operating costs and
expenses:
Cost of sales 181.2 56.6 151.2 (177.8) 211.2
Selling, general
and administrative 51.5 14.0 46.3 - 111.8
Research and
development 24.7 12.7 1.4 - 38.8
------ ----- ------ ------- ------
Operating
income (loss) 24.6 4.9 17.6 (3.8) 43.3
Nonoperating (income)
expense 28.5 (2.6) 1.1 (8.8) 18.2
------ ----- ------ ------ ------
Earnings (loss) before
income taxes (3.9) 7.5 16.5 5.0 25.1
Income taxes (benefit) (2.0) 1.1 7.1 1.8 8.0
------ ----- ------ ------ ------
Net earnings
(loss) $ (1.9) $ 6.4 $ 9.4 $ 3.2 $ 17.1
====== ===== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Subsi- Subsi- Consoli-
Parent diaries diaries dated
------ ------- ------- -----
Condensed Consolidated
Statement of Cash Flows
Quarter Ended March 31, 2000
<S> <C> <C> <C> <C>
Net cash provided (used) by
operating activities $(43.0) $(6.1) $ 65.2 $ 16.1
Cash flows from investing
activities:
Additions to property, plant and
equipment (19.6) (1.5) (16.0) (37.1)
Proceeds from sale of instruments
leased to customers under
operating lease
arrangements - - 12.0 12.0
Proceeds from sale of property,
plant and equipment - - 0.9 0.9
------ ----- ----- -----
Net cash (used) provided by
investing activities (19.6) (1.5) (3.1) (24.2)
------ ----- ----- -----
Cash flows from financing
activities:
Dividends to stockholders (4.7) - - (4.7)
Proceeds from issuance of stock 8.6 - - 8.6
Notes payable (reductions)
borrowings 5.7 (0.3) (6.6) (1.2)
Net intercompany (reductions)
borrowings 35.4 - (35.4) -
Long-term debt reductions (17.3) - (1.2) (18.5)
------ ----- ----- -----
Net cash (used) provided by
financing activities 27.7 (0.3) (43.2) (15.8)
------ ----- ----- -----
Effect of exchange rates on cash
and equivalents - - (1.3) (1.3)
(Decrease) increase in cash and
equivalents (34.9) (7.9) 17.6 (25.2)
Cash and equivalents - beginning of
period (5.3) 3.7 36.0 34.4
------ ----- ----- -----
Cash and equivalents - end of
period $(40.2) $(4.2) $ 53.6 $ 9.2
====== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Subsi- Subsi- Consoli-
Parent diaries diaries dated
------ ------- ------- -----
Condensed Consolidated
Statement of Cash Flows
Quarter ended March 31, 1999
<S> <C> <C> <C> <C>
Net cash provided (used) by
operating activities $ 16.0 $(31.6) $ 30.6 $ 15.0
------ ------ ------ ------
Cash flows from investing
activities:
Additions to property, plant
and equipment (13.0) (1.4) (21.1) (35.5)
Proceeds from sale of property,
plant and equipment 0.6 - - 0.6
------ ------ ------ ------
Net cash used by investing
activities (12.4) (1.4) (21.1) (34.9)
------ ------ ------ ------
Cash flows from financing
activities:
Dividends to stockholders (4.6) - - (4.6)
Proceeds from issuance of stock 3.1 - - 3.1
Notes payable (reductions)
borrowings (11.2) - (2.0) (13.2)
Net intercompany (reductions)
borrowings (4.8) 34.6 (29.8) -
Long-term debt borrowings
(reductions) 35.0 (0.3) (5.9) 28.8
------ ------ ------ ------
Net cash (used) provided by
financing activities 17.5 34.3 (37.7) 14.1
------ ------ ------ ------
Effect of exchange rates on cash
and equivalents - - 0.2 0.2
------ ------ ------ ------
(Decrease) increase in cash and
equivalents 21.1 1.3 (28.0) (5.6)
Cash and equivalents - beginning of
period 4.2 (0.1) 20.6 24.7
------ ----- ------ ------
Cash and equivalents - end of
period $ 25.3 $ 1.2 $ (7.4) $ 19.1
====== ===== ====== ======
</TABLE>
8. Contingencies
- ------------------
In December 1999, Streck Laboratories, Inc. served Beckman
Coulter and Coulter Corporation with a complaint filed in the
United States District Court for the District of Nebraska.
The complaint alleges that control products sold by Beckman
Coulter and/or Coulter Corporation infringe each of five
patents owned by Streck, and seeks injunctive relief, damages,
attorney fees and costs. We, on behalf of ourselves and on
behalf of Coulter Corporation have answered the complaint and
have filed a counterclaim against Streck for patent
infringement. At this early stage of this matter, there is no
reasonable basis for us to conclude that this litigation could
lead to an outcome that would have a material adverse effect
on our consolidated operations or financial position.
In addition to the above matter, we are involved in a number
of other lawsuits, which we consider normal in view of our
size and the nature of our business. We do not believe that
any liability resulting from any such lawsuits will have a
material adverse effect on our operations, financial position
or liquidity.
9. Business Segment Information
- ---------------------------------
Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information" requires segments to be determined and reported
based on how management measures performance and makes
decisions about allocating resources.
We are engaged primarily in the design, manufacture and sale
of laboratory instrument systems and related products. Our
organization has two reportable segments: (1) clinical
diagnostics and (2) life science research. The clinical
diagnostics segment encompasses diagnostic applications,
principally in hospital laboratories. The life science
research segment includes life sciences and drug discovery
applications in universities, medical schools, and
pharmaceutical and biotechnology companies. All corporate
activities including financing transactions are captured in a
central services "Center", which is reflected in the table
below. We evaluate performance based on profit or loss from
operations. Although primarily operating in the same industry,
reportable segments are managed separately, since each
business requires different marketing strategies and has
different customers.
In the first quarter of 2000, we realigned our geographic
reporting structure. Our Latin America operations, which were
formerly reported with the "Asia and Rest of World" geographic
area, are now reported in the "Americas" geographic area along
with our North America operations. Prior year amounts have
been reclassified to conform to the current year presentation.
<TABLE>
<CAPTION>
(in millions) For the quarters ended
March 31,
--------
2000 1999
---- ----
<S> <C> <C>
Net sales
Clinical
diagnostics $ 353.1 $ 326.7
Life science
research 81.3 78.4
Center - -
------- -------
Consolidated $ 434.4 $ 405.1
======= =======
Operating income
(loss)
Clinical
diagnostics $ 57.1 $ 54.9
Life science
research 7.0 6.3
Center (17.3) (17.9)
------- -------
Consolidated $ 46.8 $ 43.3
======= =======
Interest income
Clinical
diagnostics $ (0.7) $ (1.0)
Life science
research - -
Center (0.7) (1.0)
------- -------
Consolidated $ (1.4) $ (2.0)
======= =======
Interest expense
Clinical
diagnostics $ - $ -
Life science
research - -
Center 18.6 18.2
------- -------
Consolidated $ 18.6 $ 18.2
======= =======
</TABLE>
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Total assets
Clinical diagnostics $1,417.2 $1,460.8
Life science research 184.4 178.4
Center 427.6 471.6
-------- --------
Consolidated $2,029.2 $2,110.8
======== ========
</TABLE>
<TABLE>
<CAPTION>
For the quarters ended
March 31,
2000 1999
---- ----
<S> <C> <C>
Sales to external
customers
Americas $262.3 $238.1
Europe 122.4 120.7
Asia 49.7 46.3
------ ------
Consolidated $434.4 $405.1
====== ======
</TABLE>
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Long-lived assets
Americas $ 768.2 $ 753.2
Europe 252.7 308.0
Asia 81.1 83.2
-------- --------
Consolidated $1,102.0 $1,144.4
======== ========
</TABLE>
10. Recent Accounting Developments
- ----------------------------------
In December 1999, the Securities and Exchange Commission
("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101").
SAB 101 provides the SEC's views in applying generally
accepted accounting principles to selected revenue recognition
issues. As amended, calendar year-end companies that have not
applied the accounting requirements of SAB 101 may report a
change in accounting principle no later than June 30, 2000.
We are currently evaluating the impact of SAB 101 on our
consolidated financial statements and results of operations.
11. Subsequent Event
- --------------------
On April 6, 2000, our stockholders approved an amendment to the
Certificate of Incorporation to increase the authorized shares of common
stock from 75,000,000 to 150,000,000.
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
15. Independent Accountants' Review Report, April 27, 2000
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
BECKMAN COULTER, INC.
(Registrant)
Date: May 15, 2000 by JACK E. SOROKIN
Jack E. Sorokin
Assistant General Counsel
Date: May 15, 2000 by PAUL GLYER
Paul Glyer
Vice President, Director
Financial Planning
Exhibit 15
KPMG LLP
Center Tower
650 Town Center Drive
Costa Mesa, CA 92626
Independent Accountants' Review Report
The Stockholders and Board of Directors
Beckman Coulter, Inc.:
We have reviewed the condensed consolidated balance sheet of
Beckman Coulter, Inc. and subsidiaries as of March 31, 2000, and
the related condensed consolidated statements of operations and
cash flows for the three-month periods ended March 31, 2000 and
1999. These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Beckman
Coulter, Inc. and subsidiaries as of December 31, 1999, and the
related consolidated statements of operations, stockholders'
equity and cash flows for the year then ended (not presented
herein); and in our report dated January 27, 2000, we expressed
an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December
31, 1999, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
(KPMG LLP)
Orange County, California
April 27, 2000
