-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSLN3pWzNElJxOaG/WL2qqCY/TFaDWlu2ASBhgPwazV23oaffhv2bRY0jr51rBVi 3s3AdCnTD0zXEf4KAMMlLA== 0000840467-00-000014.txt : 20000517 0000840467-00-000014.hdr.sgml : 20000517 ACCESSION NUMBER: 0000840467-00-000014 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-10109 FILM NUMBER: 636617 BUSINESS ADDRESS: STREET 1: 4300 N HARBOR BLVD STREET 2: PO BOX 3100 CITY: FULLERTON STATE: CA ZIP: 92834-3100 BUSINESS PHONE: 7148714848 MAIL ADDRESS: STREET 1: 4300 N HARBOR BLVD STREET 2: PO BOX 3100 CITY: FULLERTON STATE: CA ZIP: 92834-3100 FORMER COMPANY: FORMER CONFORMED NAME: BECKMAN INSTRUMENTS INC DATE OF NAME CHANGE: 19920703 10-Q/A 1 AMENDMENT NO. 1 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. 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
Three Months Ended March 31, 2000 1999 ---- ---- 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
See accompanying notes to condensed consolidated financial statements. BECKMAN COULTER, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in Millions, Except Amounts per Share)
March December 31, 31, 2000 1999 ---- ---- Unaudited 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 ======== ========
See accompanying notes to condensed consolidated financial statements. BECKMAN COULTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Millions) Unaudited
Three Months Ended March 31, 2000 1999 ---- ---- 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 $ -
See accompanying notes to condensed consolidated financial statements. 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):
Three Months Ended March 31, 2000 1999 ---- ---- Net earnings $ 21.0 $ 17.1 Foreign currency translation adjustment (11.3) (11.3) ------ ------ Comprehensive income $ 9.7 $ 5.8 ====== ======
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):
Three Months Ended March 31, 2000 1999 ---- ---- Per Per Net Share Net Share Earnings Shares Amount Earnings Shares Amount -------- ------ ------ -------- ------ ------ 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 ===== ==== ===== ===== ==== =====
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):
March 31, 2000 December 31, 1999 -------------- ----------------- 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 ====== ======
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):
Facility Consolidation Personnel and and Asset-related Other Write-offs Total ----- ---------- ----- 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 ===== ===== =====
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):
Facility Consolidation Personnel and and Asset-related Other Write-offs Total ----- ---------- ----- 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 ===== ===== =====
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):
Facility Consolidation Personnel and and Asset-related Other Write-offs Total ----- ---------- ----- 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 ===== ===== =====
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.
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli- Parent diaries diaries tions dated ------ ------- ------- ----- ----- Condensed Consolidated Balance Sheet March 31, 2000 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 ======== ======== ====== ========= ========
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli- Parent diaries diaries tions dated ------ ------- ------- ----- ------ Condensed Consolidated Balance Sheet December 31, 1999 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 ======== ======== ====== ========= ========
[CAPTION] Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli- Parent diaries diaries tions dated ------ ------- ------- ----- ----- Condensed Consolidated Statement of Operations Quarter ended March 31, 2000 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 ====== ======= ====== ====== ======
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli- Parent diaries diaries tions dated ------ ------- ------- ----- ----- Condensed Consolidated Statement of Operations Quarter ended March 31, 1999 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 ====== ===== ====== ====== ======
Non- Guarantor Guarantor Subsi- Subsi- Consoli- Parent diaries diaries dated ------ ------- ------- ----- Condensed Consolidated Statement of Cash Flows Quarter Ended March 31, 2000 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 ====== ===== ===== =====
Non- Guarantor Guarantor Subsi- Subsi- Consoli- Parent diaries diaries dated ------ ------- ------- ----- Condensed Consolidated Statement of Cash Flows Quarter ended March 31, 1999 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 ====== ===== ====== ======
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.
(in millions) For the quarters ended March 31, -------- 2000 1999 ---- ---- 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 ======= =======
March 31, 2000 December 31, 1999 -------------- ----------------- 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 ======== ========
For the quarters ended March 31, 2000 1999 ---- ---- Sales to external customers Americas $262.3 $238.1 Europe 122.4 120.7 Asia 49.7 46.3 ------ ------ Consolidated $434.4 $405.1 ====== ======
March 31, 2000 December 31, 1999 -------------- ----------------- 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 ======== ========
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. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits 15. Independent Accountants' Review Report, April 27, 2000 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 EX-15 2 INDEPENDENT ACCOUNTANTS' REVIEW REPORT 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 -----END PRIVACY-ENHANCED MESSAGE-----