UNITED STATES SECURITIES AND EXCHANGE COMMISSION
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | |
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003 |
OR
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | |
SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-11250 |
DIONEX CORPORATION
Delaware (State or other jurisdiction of incorporation or organization) |
94-2647429 (I.R.S. Employer Identification No.) |
|
1228 Titan Way, Sunnyvale, California (Address of principal executive offices) |
94085 (Zip Code) |
Registrants telephone number, including area code (408) 737-0700
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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
As of May 14, 2003, the registrant had 20,902,141 shares of Common Stock outstanding.
DIONEX CORPORATION
INDEX
Page | |||||||||
PART I. FINANCIAL INFORMATION |
|||||||||
ITEM 1. | FINANCIAL STATEMENTS |
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2003 and June 30, 2002 |
3 | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2003 and 2002 |
4 | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended March 31, 2003 and 2002 |
5 | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended March 31, 2003 and 2002 |
6 | ||||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS |
7-13 | ||||||||
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
14-21 | |||||||
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS |
22 | |||||||
ITEM 4. | CONTROLS AND PROCEDURES |
22 | |||||||
PART II. OTHER INFORMATION |
|||||||||
ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K |
23 | |||||||
SIGNATURES | 23 |
2
DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, | June 30, | ||||||||||
2003 | 2002 | ||||||||||
(unaudited) | |||||||||||
ASSETS |
|||||||||||
Current assets: |
|||||||||||
Cash and equivalents (including invested cash
of $24,682 at March 31, 2003 and $12,877
at June 30, 2002) |
$ | 36,192 | $ | 22,169 | |||||||
Marketable equity securities |
1,067 | 2,281 | |||||||||
Accounts receivable (net of allowance for
doubtful accounts of $1,025 at March 31,
2003 and $989 at June 30, 2002) |
46,774 | 45,139 | |||||||||
Inventories |
26,099 | 22,410 | |||||||||
Deferred tax assets |
10,535 | 7,756 | |||||||||
Prepaid expenses and other |
2,882 | 2,634 | |||||||||
Total current assets |
123,549 | 102,389 | |||||||||
Property, plant and equipment, net |
45,366 | 44,895 | |||||||||
Goodwill, net |
23,931 | 19,549 | |||||||||
Intangible assets, net |
4,715 | 5,506 | |||||||||
Other assets |
6,750 | 8,379 | |||||||||
$ | 204,311 | $ | 180,718 | ||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||||||
Current liabilities: |
|||||||||||
Notes payable to banks |
$ | 2,204 | $ | 2,503 | |||||||
Accounts payable |
6,188 | 5,227 | |||||||||
Accrued liabilities |
26,876 | 24,770 | |||||||||
Income taxes payable |
6,326 | 4,902 | |||||||||
Accrued product warranty |
3,114 | 2,912 | |||||||||
Total current liabilities |
44,708 | 40,314 | |||||||||
Deferred taxes and other liabilities |
7,891 | 7,695 | |||||||||
Long-term debt |
636 | 1,002 | |||||||||
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; issued and
outstanding: 20,994,812 shares at
March 31, 2003 and 21,089,372 shares
at June 30, 2002) |
74,383 | 67,626 | |||||||||
Retained earnings |
76,144 | 67,439 | |||||||||
Accumulated other comprehensive income |
549 | (3,358 | ) | ||||||||
Total stockholders equity |
151,076 | 131,707 | |||||||||
$ | 204,311 | $ | 180,718 | ||||||||
See notes to condensed consolidated financial statements.
3
DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(In thousands, except per share amounts)
March 31, | |||||||||
2003 | 2002 | ||||||||
(unaudited) | |||||||||
Net sales |
$ | 56,069 | $ | 45,060 | |||||
Cost of sales |
18,810 | 15,388 | |||||||
Gross profit |
37,259 | 29,672 | |||||||
Operating expenses: |
|||||||||
Selling, general and administrative |
19,844 | 15,878 | |||||||
Research and product development |
4,176 | 3,775 | |||||||
Total operating expenses |
24,020 | 19,653 | |||||||
Operating income |
13,239 | 10,019 | |||||||
Interest income |
104 | 62 | |||||||
Interest expense |
(35 | ) | (56 | ) | |||||
Other income |
36 | 570 | |||||||
Write-off of non-affiliate investment |
(2,067 | ) | | ||||||
Income before taxes on income |
11,277 | 10,595 | |||||||
Taxes on income |
3,665 | 3,447 | |||||||
Net income |
7,612 | 7,148 | |||||||
Basic earnings per share |
$ | 0.36 | $ | 0.33 | |||||
Diluted earnings per share |
$ | 0.35 | $ | 0.33 | |||||
Shares used in computing per share amounts: |
|||||||||
Basic |
21,028 | 21,491 | |||||||
Diluted |
21,619 | 21,944 | |||||||
See notes to condensed consolidated financial statements.
4
DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(In thousands, except per share amounts)
March 31, | |||||||||
2003 | 2002 | ||||||||
(unaudited) | |||||||||
Net sales |
$ | 157,819 | $ | 133,855 | |||||
Cost of Sales |
54,082 | 46,775 | |||||||
Gross profit |
103,737 | 87,080 | |||||||
Operating expenses: |
|||||||||
Selling, general and administrative |
56,067 | 47,657 | |||||||
Research and product development |
12,416 | 11,358 | |||||||
Total operating expenses |
68,483 | 59,015 | |||||||
Operating income |
35,254 | 28,065 | |||||||
Interest income |
348 | 309 | |||||||
Interest expense |
(153 | ) | (164 | ) | |||||
Other income |
426 | 1,569 | |||||||
Write-off of non-affiliate investment |
(2,067 | ) | | ||||||
Income before taxes on income |
33,808 | 29,779 | |||||||
Taxes on income |
10,988 | 9,678 | |||||||
Net income |
$ | 22,820 | $ | 20,101 | |||||
Basic earnings per share |
$ | 1.08 | $ | 0.92 | |||||
Diluted earnings per share |
$ | 1.06 | $ | 0.90 | |||||
Shares used in computing per share amounts: |
|||||||||
Basic |
21,100 | 21,851 | |||||||
Diluted |
21,625 | 22,355 | |||||||
See notes to condensed consolidated financial statements.
5
DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(In thousands)
March 31, | ||||||||||
2003 | 2002 | |||||||||
(unaudited) | ||||||||||
Cash and equivalents provided by (used for): |
||||||||||
Cash flows from operating activities: |
||||||||||
Net income |
$ | 22,820 | $ | 20,101 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||
Gain on sale of marketable securities |
(414 | ) | (1,597 | ) | ||||||
Write-off of non-affiliated investment |
2,067 | | ||||||||
Depreciation and amortization |
4,339 | 3,530 | ||||||||
Deferred taxes |
(2,811 | ) | (1,047 | ) | ||||||
Tax benefit related to stock option plans |
2,430 | 656 | ||||||||
Changes in assets and liabilities: |
||||||||||
Accounts receivable |
422 | 3,959 | ||||||||
Inventories |
(2,637 | ) | 2,936 | |||||||
Prepaid expenses and other assets |
(1,416 | ) | (1,195 | ) | ||||||
Accounts payable |
703 | (1,108 | ) | |||||||
Accrued liabilities |
1,196 | 902 | ||||||||
Income taxes payable |
1,377 | 497 | ||||||||
Accrued product warranty |
56 | (29 | ) | |||||||
Net cash provided by operating activities |
28,132 | 27,605 | ||||||||
Cash flows from investing activities: |
||||||||||
Proceeds from sale of marketable securities |
728 | 2,531 | ||||||||
Purchase of property, plant and equipment |
(2,697 | ) | (3,315 | ) | ||||||
Earn-out provision of LC Packings |
(3,000 | ) | (2,500 | ) | ||||||
Investments in non-affiliated companies |
(500 | ) | | |||||||
Other |
5 | 74 | ||||||||
Net cash used for investing activities |
(5,464 | ) | (3,210 | ) | ||||||
Cash flows from financing activities: |
||||||||||
Net change in borrowings under lines of credit |
(324 | ) | 821 | |||||||
Proceeds from long-term debt |
| 483 | ||||||||
Principal payments on long-term debt |
(384 | ) | (333 | ) | ||||||
Sale of common stock |
6,050 | 2,916 | ||||||||
Repurchase of common stock |
(15,838 | ) | (26,909 | ) | ||||||
Net cash used for financing activities |
(10,496 | ) | (23,022 | ) | ||||||
Effect of exchange rate changes on cash |
1,851 | (176 | ) | |||||||
Net increase in cash and equivalents |
14,023 | 1,197 | ||||||||
Cash and equivalents, beginning of period |
22,169 | 17,311 | ||||||||
Cash and equivalents, end of period |
$ | 36,192 | $ | 18,508 | ||||||
Supplemental disclosures of cash flow information: |
||||||||||
Income taxes paid |
$ | 9,770 | $ | 9,403 | ||||||
Interest paid |
$ | 103 | $ | 165 |
See notes to condensed consolidated financial statements.
6
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements included herein have been prepared by Dionex Corporation (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures that are made are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Companys Annual Report to Stockholders for the fiscal year ended June 30, 2002.
The unaudited condensed consolidated financial statements included herein reflect all adjustments (which include only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the results for the periods presented. The results for such periods are not necessarily indicative of the results to be expected for the entire fiscal year ending June 30, 2003.
2. Acquisition
On October 17, 2000, the Company purchased all of the issued and outstanding shares of LC Packings Nederland B.V. and LC Packings (U.S.A.), Inc. (collectively referred to as LC Packings) for a purchase price of $12.4 million, including acquisition cost. In addition, the shareholders of LC Packings have the right to receive additional contingent purchase consideration, to be paid in varying amounts at the end of calendar years 2000 through 2004, in the event LC Packings achieves certain revenue goals. At March 31, 2003, the entire contingent purchase consideration of $13 million had been earned and recorded as goodwill bringing the total purchase price to $25.4 million.
7
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. New Accounting Pronouncements
In October 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)SFAS No. 144, Impairment on Disposal of Long-Lived Assets, effective for fiscal years beginning after December 31, 2001. Under the new rules, the criteria required for classifying an asset as held-for-sale have been significantly changed. Assets held-for-sale are stated at the lower of their fair values or carrying amounts, and depreciation is no longer recognized. In addition, the expected future operating losses from discontinued operations will be displayed in discontinued operations in the period in which the losses are incurred rather than as of the measurement date. More dispositions will qualify for discontinued operations treatment in the income statement under the new rules. The Company has determined that adoption of this standard had no material impact on its consolidated financial statements.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. SFAS No. 148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for fiscal years ending after December 14, 2002. The Company has adopted the disclosure provisions of SFAS No. 148 for the quarterly period beginning on January 1, 2003. The Company does not expect to change to using the fair value based method of accounting for stock-based employee compensation; and therefore, adoption of SFAS No. 148 is not expected to have an impact on the financial position, results of operations or cash flows of the Company.
8
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Inventories
Inventories consist of (in thousands):
March 31, | June 30, | |||||||
2003 | 2002 | |||||||
Finished goods |
$ | 11,923 | $ | 9,127 | ||||
Work in process |
3,697 | 3,643 | ||||||
Raw materials |
10,479 | 9,640 | ||||||
$ | 26,099 | $ | 22,410 | |||||
5. Income Taxes
The effective income tax rate for the first nine months of fiscal 2003 was 32.5%, unchanged from the same period in fiscal 2002.
6. Comprehensive Income
Components of comprehensive income include net income, foreign currency translation adjustments and unrealized gain on equity securities available for sale. As such, accumulated other comprehensive income in the condensed consolidated balance sheets represents cumulative foreign currency translation adjustments and unrealized gains on equity securities available for sale. Comprehensive income was $8,956,000 and $6,024,000 for the three months ended March 31, 2003 and 2002, respectively, and $26,727,000 and $18,906,000 for the nine months ended March 31, 2003 and 2002, respectively.
7. Net Income Per Share
Basic earnings per share excludes dilution and is computed by dividing net income by the weighted average of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution from securities and other contracts that are exercisable or convertible into common stock. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all dilutive potential common shares outstanding using the treasury stock method. The difference between the number of shares outstanding for basic and diluted earnings per share is due to stock options outstanding during the periods presented. At March 31, 2003 and 2002, there were 1,020,941 and 1,484,238 shares, respectively, issuable upon exercise of stock options excluded from the computation to calculate diluted earnings per share because they were anti-dilutive.
9
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. Common Stock Repurchases
During the first nine months of fiscal 2003, the Company repurchased 526,400 shares of its common stock on the open market for $15.8 million (an average of $30.09 per share), compared with 1,029,070 shares repurchased in the first nine months of the previous fiscal year for $26.9 million (an average of $26.15 per share). During all of fiscal 2002, the Company repurchased 1,333,870 shares for $34.5 million (an average of $25.86 per share).
9. Goodwill and Other Intangible Assets
Information regarding the Companys goodwill and other intangible assets reflect current foreign exchange rates. Changes in the carrying amount of goodwill for the nine months ended March 31, 2003 are as follows (in thousands):
Total | ||||
Balance as of July 1, 2002 |
$ | 19,549 | ||
Goodwill acquired during the period |
3,795 | |||
Translation adjustments and other |
587 | |||
Balance as of March 31, 2003 |
$ | 23,931 | ||
In connection with the adoption of SFAS No. 142 (see Note 3), the Company performed a transitional impairment test on goodwill and determined that no impairment was necessary.
Information regarding the Companys other intangible assets is as follows (in thousands):
As of March 31, 2003 | As of June 30,2002 | |||||||||||||||||||||||
Accumulated | Accumulated | |||||||||||||||||||||||
Carrying Amount | Amortization | Net | Carrying Amount | Amortization | Net | |||||||||||||||||||
Patents and
Trademarks |
$ | 379 | $ | (379 | ) | $ | | $ | 379 | $ | (375 | ) | $ | 4 | ||||||||||
Developed
Technology |
9,035 | (4,320 | ) | 4,715 | 8,651 | (3,149 | ) | 5,502 | ||||||||||||||||
Total |
$ | 9,414 | $ | (4,699 | ) | $ | 4,715 | $ | 9,030 | $ | (3,524 | ) | $ | 5,506 | ||||||||||
10
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Amortization expense of other intangible assets was $942,000 and $881,000 respectively, for the nine months ended March 31, 2003 and 2002. The estimated amortization for each of the five fiscal years subsequent to June 30, 2002 is as follows (in thousands):
Year Ended | Amortization | ||||
June 30, | Expense | ||||
2003 |
$ | 1,295 | |||
2004 |
1,291 | ||||
2005 |
1,291 | ||||
2006 |
857 | ||||
2007 |
714 | ||||
Total |
$ | 5,448 | |||
10. Warranty
Product warranties are recorded at the time revenue is recognized for certain product shipments. While the Company engages in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service costs incurred in correcting a product failure. Should actual product failure rates, material usage or service costs differ from our previous estimates, revisions to the estimated warranty liability would be required.
Details of the change in accrued product warranty for the nine months ended March 31, 2003 are as follows (in thousands):
Charged | |||||||||||||||||||||
Balance | (Credited) | Balance | |||||||||||||||||||
Beginning | to Other | End of | |||||||||||||||||||
Of Year | Additions | Accounts (1) | Deductions (2) | Period | |||||||||||||||||
Accrued product
warranty |
|||||||||||||||||||||
Nine Months Ended: |
|||||||||||||||||||||
March 31, 2003 |
$ | 2,912 | $ | 2,060 | $ | 140 | $ | (1,998 | ) | $ | 3,114 | ||||||||||
March 31, 2002 |
$ | 2,983 | $ | 2,093 | $ | 8 | $ | (2,117 | ) | $ | 2,967 | ||||||||||
(1) | Effects of exchange rate changes | |
(2) | Product warranty costs |
11
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11. Commitments
One of the Companys foreign subsidiaries discounts trade notes receivable with banks. The uncollected balances of notes receivable due to the discounting banks at March 31, 2003 and June 30, 2002 were approximately $2.6 million, for both periods. The Company is contingently liable for these unpaid balances to the extent the amounts are not paid to the bank by the end customer. The Company has determined that the carrying amount of its contingent liability under this guarantee was zero at March 31, 2003 and June 30, 2002 based on its past experience of discounting trade notes receivable.
12. Stock-Based Compensation
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 under the Companys 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 Companys net income and earnings per share would have been as follows (in thousands, except per share data):
Three Months Ended | Nine Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
Net income, as reported |
$ | 7,612 | $ | 7,148 | $ | 22,820 | $ | 20,101 | |||||||||
Less: Total stock-based
employee compensation
expense determined
under fair value
method for all awards,
net of related tax
effects |
1,141 | 1,804 | 4,368 | 4,747 | |||||||||||||
Pro forma net income |
$ | 6,471 | $ | 5,344 | $ | 18,452 | $ | 15,354 | |||||||||
Earnings per share: |
|||||||||||||||||
Basic - as reported |
$ | 0.36 | $ | 0.33 | $ | 1.08 | $ | 0.92 | |||||||||
Basic - pro forma |
$ | 0.31 | $ | 0.25 | $ | 0.87 | $ | 0.70 | |||||||||
Diluted - as reported |
$ | 0.35 | $ | 0.33 | $ | 1.06 | $ | 0.90 | |||||||||
Diluted - pro forma |
$ | 0.30 | $ | 0.24 | $ | 0.85 | $ | 0.69 | |||||||||
12
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The pro forma results may not be indicative of the future results for the full fiscal year due to potential grants vesting and other factors.
The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model with a volatility of 53% for 2003 and 52% for 2002, expected life of options of 5.9 years, risk free interest rate of approximately 3.03% in 2003 and 3.94% in 2002 and a dividend yield of 0%.
The Black-Scholes option-pricing model was developed for estimating the fair value of traded options that 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 Companys employee stock options have characteristics significantly different from traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
13
DIONEX CORPORATION
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Results of Operations - Three Months Ended March 31, 2003 and 2002
Net sales for the third quarter of fiscal 2003 were $56.1 million, an increase of 24.4% from the $45.1 million reported for the same period last year. Sales increased in all geographic markets and in all product groups when compared to the same period last year. Sales in North America grew strongly at a high single-digit rate. Sales in Europe and Japan increased over 30% and 20%, respectively, in reported dollars and in the low double-digits in local currencies. Sales in the Asia/Pacific region, not including Japan, grew almost 40%, with sales in China more than doubling sales compared to the same period last year. Net sales were positively affected by currency fluctuations by approximately 10% for the third quarter of 2003.
Gross margin for the third quarter of fiscal 2003 was 66.5%, up from the 65.8% reported for the same period last year. Gross margin was higher due to favorable currency fluctuations and lower manufacturing costs due to higher production volumes.
Operating expenses of $24.0 million for the third quarter of fiscal 2003 were up $4.4 million, or 22.2%, from the $19.7 million reported in the same quarter last year. As a percentage of sales, operating expenses were 42.8%, lower than the 43.6% reported for the third quarter last year. Operating expenses consist of selling, general and administrative expenses and research and product development costs.
Selling, general and administrative (SG&A) expenses increased $4.0 million, or 25.1%, to $19.8 million in the third quarter of fiscal 2003. The increase is the result of currency fluctuations during this years third quarter. In addition, SG&A expenses increased due to the continuation of projects initiated in the second quarter associated with the introduction and marketing activities of our RFIC products, continued expansion in China and further development of our sales and service organizations in Europe. Also, last year the Company had in place several cost control measures, lowering SG&A expenses last year.
Research and product development (R&D) costs of $4.2 million were higher in absolute dollars than the $3.8 million reported in the same quarter last year. As a percentage of sales, R&D decreased from 8.4% in the third quarter of fiscal 2002 to 7.4% in the third quarter of fiscal 2003. The level of R&D spending varies on both the breadth of the Companys R&D efforts and the stage of specific product development.
14
Other income was $36,000 in the third quarter of fiscal 2003 compared with $.6 million reported for the same period last year. Other income fluctuates as a result of the sale of marketable equity securities.
There was a write-off of an investment in an unaffiliated entity, PharmaSeq, during the third quarter of fiscal 2003 in the amount of $2.1 million, as management determined that the decline in value of the investment, accounted for under the cost method, was other than temporary.
The effective tax rate for the third quarter of fiscal 2003 was 32.5%, unchanged from the third quarter a year ago. Variations in the tax rate reflect changes in the mix of taxable income among the various tax jurisdictions in which the Company does business.
Net income in the third quarter of fiscal 2003 was $7.6 million compared with $7.1 million for the same period in fiscal 2002; diluted earnings per share were $0.35 and $0.33, respectively, for the fiscal 2003 and 2002 third quarters.
15
Results of Operations - Nine Months Ended March 31, 2003 and 2002
Net sales for the first nine months of fiscal 2003 were $157.8 million, an increase of 17.9% from the $133.0 million reported for the same period last year. Sales increased in all geographic markets and in all product groups when compared to the same period last year. Sales in North America grew in the high single-digits; sales in Europe and Japan increased over 20% and 15%, respectively, in reported dollars; and the Asia/Pacific region, not including Japan, grew almost 40%, with China more than doubling sales compared to the same period last year. Currency fluctuations increased net sales by approximately 6% for the first nine months of fiscal 2003.
Gross margin for the first nine months of fiscal 2003 was 65.7%, up from the 65.1% reported for the same period last fiscal year. Gross margin was higher due to the favorable effect of currency fluctuations and lower manufacturing costs due to higher production volumes.
Operating expenses of $68.5 million for the first nine months of fiscal 2003 were up $9.5 million, or 16.0%, from the $59.0 million reported in the same period last fiscal year. As a percentage of sales, operating expenses were 43.4%, down from the 44.1% reported for the first nine months last fiscal year.
Selling, general and administrative (SG&A) expenses increased $8.4 million, or 17.6%, to $56.1 million in the first nine months of fiscal 2003; however, as a percentage of sales, SG&A expenses for the first nine months of fiscal 2003 were 35.5% compared with 35.6% for the same period in fiscal 2002. The increase of expenses in dollars is attributable to higher expenses due to currency fluctuations in fiscal 2003, continued expansion in China, additional investments in HPLC and increased selling and marketing expenses for new product introductions. In addition, the Company had several cost containment programs in place last year to lower operating expenses.
Research and product development (R&D) costs of $12.4 million were up from the $11.4 million reported in the same period last fiscal year. The level of R&D spending varies on both the breadth of the Companys R&D efforts and the stage of specific product development.
Other income was $0.4 million in the first nine months of fiscal 2003 compared with $1.6 million reported for the same period last year. Other income resulted primarily from the sale of marketable equity securities.
There was a write-off of an investment in an unaffiliated entity, PharmaSeq, during the third quarter of fiscal 2003 in the amount of $2.1 million, as management determined that the decline in value of the investment, accounted for under the cost method, was other than temporary.
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The effective tax rate for the first nine months of fiscal 2003 was 32.5%, unchanged from the first nine months a year ago. The tax rate reflects offsetting taxable income among the varied tax jurisdiction in which the Company does business.
Net income in the first nine months of fiscal 2003 was $22.8 million compared with $20.1 million for the same period in fiscal 2002; diluted earnings per share were $1.06 and $0.90, respectively, for the fiscal 2003 and 2002 third quarters.
Liquidity and Capital Resources
At March 31, 2003, the Company had cash and cash investments of $36.1 million. The Companys working capital (current assets of $123.5 million less current liabilities of $44.7 million) was $78.8 million, an increase of $16.8 million from the $62.1 million reported at June 30, 2002. Cash generated by operating activities for the nine months ended March 31, 2003 was $28.1 million compared with $27.6 million for the same period last year. The increase in operating cash flow was primarily due to an increase in net income, offset by an increase in inventories.
Cash used for investing activities was $5.5 million and $3.2 million in the first nine months of fiscal 2003 and 2002, respectively. The net increase is primarily attributable to a decrease in the proceeds from sales of marketable securities.
Cash used for financing activities was $10.5 million and $23.0 million in the first nine months of fiscal 2003 and 2002, respectively. The decrease is primarily attributable to the repurchase of 526,400 shares of common stock for $15.8 million in first nine months of fiscal 2003, compared with 1,029,070 shares of common stock for $26.9 million in the first nine months of fiscal 2002, offset by higher proceeds received from the issuance of common stock for the exercise of employee stock options and the purchase of employee stock options of $6.0 million in the first nine months of fiscal 2003 compared with $2.9 million in the first nine months of fiscal 2002.
At March 31, 2003, the Company had utilized $2.8 million of the Companys $34.3 million in committed bank lines of credit, mainly due to borrowings related to the Companys operations. The Company believes that its cash flow from operations, current cash and cash investments and the remainder of its bank lines of credit will be adequate to meet its cash requirements for fiscal 2003 and the foreseeable future.
The impact of inflation on the Companys financial position and results of operations was not significant during the nine months ended March 31, 2003.
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Forward-looking statements
Except for historical information contained herein, the above discussion and the letter to stockholders contain 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 risk and uncertainties include: general economic conditions, foreign currency fluctuations, competition from other products, existing product obsolescence, fluctuation in worldwide demand for analytical instrumentation, new product development, including market receptiveness, the ability to manufacture products on an efficient and timely basis and at a reasonable cost and in sufficient volume, the ability to attract and retain talented employees and other risks as described in more detail in the Companys Form 10-K for the year ended June 30, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect managements 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.
Critical Accounting Policies and Estimates
Summary:
The preparation of consolidated financial statements requires the Company 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. The Company evaluates its estimates on an on-going basis, including those related to revenue recognition, product returns and allowances, bad debts, inventory valuation, equity investments, goodwill and intangible assets, income taxes, warranty and installation provisions, and contingencies.
The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.
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Revenue Recognition Policy
The Company derives revenue from the sale of products and from services rendered to our customers, including installation, training and maintenance. Generally, our products contain embedded software that is essential to their functionality.
Revenue is recognized in accordance with Staff Accounting Bulletin No. 101 and Statement of Position 97-2, Software Revenue Recognition, (SOP 97-2), when persuasive evidence of an arrangement exists, the product has been delivered, the price is fixed or determinable, collection is probable and vendor specific objective evidence exists to allocate revenue to the various elements of the arrangement. Vendor specific objective evidence is based on the price charged when an element is sold separately or, if not yet sold separately, when the price is established by authorized management. Delivery is generally considered to have occurred when shipped. Equipment is sold through our direct sales force and through distributors and resellers. Sales through distributors and resellers are recognized as revenue upon sale to the distributor or reseller as these sales are considered to be final with no right of return or price protection. Customer acceptance is generally limited to performance under our published product specifications. When additional customer acceptance conditions apply, all revenue related to the sale is deferred until acceptance is obtained. Our equipment typically includes a one-year warranty. The estimated cost of product warranty claims is accrued at the time the sale is recognized, based on historical experience.
Installation and training services are not considered to be essential to the functionality of our products, and revenue related to these items is recognized when the services are completed. Maintenance fees are recognized ratably over the period of the related maintenance contract. Maintenance consists of product repair services, unspecified software upgrades and telephone support.
Loss Provisions on Accounts Receivable and Inventory
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We assess collectibility based on a number of factors including, but not limited to, past transaction history with the customer, the credit-worthiness of the customer, independent credit reports, industry trends and the macro-economic environment. Sales returns and allowances are estimates of future product returns related to current period revenue. Material differences may result in the amount and timing of our revenue for any period. Historically, the Company has not experienced significant bad debt losses.
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The Company values all of its inventories at the lower of standard cost (which approximates cost on a first-in, first-out basis) or market. The Company estimates revisions to its inventory valuations based on technical obsolescence, historical demand, projections of future demand, and industry and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional valuation provisions may be required. If demand or market conditions are more favorable, then higher margins could be realized to the extent inventory is sold which had previously been written down.
Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill
We assess the impairment of identifiable intangibles, long-lived assets and with finite lives and related goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include but are not limited to the following: significant underperformance relative to expected historical or projected future operating results, significant negative industry or economic trends, significant changes or developments in strategic technological collaborations or legal matters which affect the Companys capitalized patent, trademark and intellectual properties such as licenses.
When we determine that the carrying value of intangibles, long-lived assets and related goodwill may not be recoverable based upon the existence of one or more of the above indicators, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model. As of July 1, 2001, the Company adopted Statement of Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets and as a result, we ceased to amortize approximately $13.2 million of goodwill at June 30, 2001. We believe that the effect on goodwill amortization would be a decline of approximately $650,000 in fiscal 2002. In lieu of amortization, we are required to perform an initial impairment review of our goodwill in fiscal 2002 and an annual impairment review thereafter. We completed our initial review during the first half of fiscal 2002 and no impairment was necessary and will perform our annual review for fiscal 2003 by June 30, 2003.
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Income Taxes
As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation, amortization, and inventory reserves, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. In the event that actual results differ from these estimates, we may need to establish a valuation allowance which could materially impact our financial position and results of operations.
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
The Company is exposed to financial market risks, including changes in foreign currency rates, interest rates and marketable equity securities.
For a detailed analysis of these market risks see the discussion in the Companys Annual Report to Stockholders for the year ended June 30, 2002 and the Companys Form 10-K for the year ended June 30, 2002 filed with the Securities and Exchange Commission.
There have been no material changes to these financial market risks since June 30, 2002.
ITEM 4. | CONTROL AND PROCEDURES |
(a) | Evaluation of disclosure controls and procedures. Based on their evaluation as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q, the Companys chief executive officer and chief financial officer have concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. | |
(b) | Changes in internal controls. There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. |
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PART II. | OTHER INFORMATION |
Item 6. | EXHIBITS AND REPORTS ON FORM 8-K |
(a) | Exhibits |
99.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. NOTE: The certifications under Section 906 Are separate from the certifications contained after the signatures below. |
(b) | Reports on Form 8-K. | ||
Dionex Corporations Current Report on Form 8-K Filed on April 22, 2003, reporting as an Exhibit under Item 7 the Companys press release dated April 22, 2003 and under Item 7 the Companys release of financial information including revenues and earnings expectations for the remainder of the fiscal year. |
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
DIONEX CORPORATION (Registrant) |
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Date: May 15, 2003 | By: | /s/ Lukas Braunschweiler | ||
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Lukas Braunschweiler President, Chief Executive Officer and Director |
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By: | /s/ Craig A. McCollam | |||
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Craig A. McCollam Vice President, Finance and Administration |
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Lukas Braunschweiler, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Dionex Corporation; | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
(a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
(b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and | ||
(c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
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5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
(a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: May 15, 2003
/s/ Lukas Braunschweiler
Lukas Braunschweiler President, Chief Executive Officer and Director |
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Craig A. McCollam, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Dionex Corporation; | |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
(a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
(b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and | ||
(c) | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
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5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): |
(a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and | ||
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and |
6. | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: May 15 , 2003
/s/ Craig A. McCollam
Craig A. McCollam Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit | ||
Number | Description | |
99.1 |
Certification of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. NOTE: The certifications under Section 906 Are separate from the certifications contained after the signatures below. |