-----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, WCiSkeNzGsXSwl1615jhV60Umg8W/09AjVrWGHTHNQSVnUh31oa+7nTAKBFUiMBL gzslK/gnOQE6m5iskf+G6g== /in/edgar/work/20000814/0000840467-00-000017/0000840467-00-000017.txt : 20000921 0000840467-00-000017.hdr.sgml : 20000921 ACCESSION NUMBER: 0000840467-00-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BECKMAN COULTER INC CENTRAL INDEX KEY: 0000840467 STANDARD INDUSTRIAL CLASSIFICATION: [3826 ] IRS NUMBER: 951040600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10109 FILM NUMBER: 695683 BUSINESS ADDRESS: STREET 1: 4300 N HARBOR BLVD STREET 2: PO BOX 3100 CITY: FULLERTON STATE: CA ZIP: 92834-3100 BUSINESS PHONE: 7147736907 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 1 0001.txt 10-Q REPORT TO SEC FORM 10-Q 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 June 30, 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 July 31, 2000: 29,582,024 shares. PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2000 and 1999 Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999 Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2000 and 1999 Notes to Condensed Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes In Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security-Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K ITEM 1. FINANCIAL STATEMENTS BECKMAN COULTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in Millions, Except Amounts Per Share and Share Data) Unaudited
Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Sales $469.4 $446.2 $903.8 $851.3 Cost of sales 245.8 234.1 477.3 445.4 ------ ------ ------ ------ Gross profit 223.6 212.1 426.5 405.9 ------ ------ ------ ------ Operating costs and expenses: Selling, general and administrative 117.4 115.5 232.6 227.3 Research and development 45.8 42.5 86.7 81.2 ------ ------ ------ ------ Total operating costs and expenses 163.2 158.0 319.3 308.5 ------ ------ ------ ------ Operating income 60.4 54.1 107.2 97.4 ------- ------ ------ ------ Nonoperating (income) and expenses: Interest income (2.1) (1.8) (3.5) (3.8) Interest expense 17.9 18.9 36.5 37.1 Other, net (2.4) (1.1) (3.2) 1.0 ------ ------ ------ ------ Total nonoperating expenses 13.4 16.0 29.8 34.3 ------ ------ ------ ------ Earnings before income taxes 47.0 38.1 77.4 63.1 Income taxes 14.6 12.2 24.0 20.2 ------ ------ ------ ------ Net earnings $ 32.4 $ 25.9 $ 53.4 $ 42.9 ====== ====== ====== ====== Basic earnings per share $ 1.10 $ 0.91 $ 1.83 $ 1.51 Weighted average number of shares outstanding (in thousands) 29,376 28,584 29,236 28,525 Diluted earnings per share $ 1.05 $ 0.87 $ 1.75 $ 1.45 Weighted average number of shares and dilutive shares outstanding (in thousands) 30,761 29,611 30,487 29,588 Dividends declared per share $ 0.16 $ 0.16 $ 0.32 $ 0.32
See accompanying notes to condensed consolidated financial statements. BECKMAN COULTER, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in Millions, Except Amounts per Share)
June 30, December 31, 2000 1999 Unaudited Assets Current assets: Cash and equivalents $ 21.9 $ 34.4 Trade and other receivables 499.8 566.4 Inventories 349.4 313.1 Other current assets 53.2 52.5 -------- -------- Total current assets 924.3 966.4 Property, plant and equipment, net 282.9 305.9 Goodwill, less accumulated amortization of $31.8 and $26.3 at June 30, 2000 and December 31, 1999, respectively 345.5 344.7 Other intangibles, less accumulated amortization of $56.5 and $46.8 at June 30, 2000 and December 31, 1999, respectively 390.2 399.9 Other assets 67.1 93.9 -------- -------- Total assets $2,010.0 $2,110.8 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Notes payable and current maturities of long-term debt $ 28.6 $ 50.0 Accounts payable, accrued expenses and other liabilities 379.0 474.1 Income taxes 65.5 51.8 -------- -------- Total current liabilities 473.1 575.9 Long-term debt, less current maturities 935.4 980.7 Other liabilities 336.6 326.3 -------- -------- Total liabilities 1,745.1 1,882.9 -------- -------- Stockholders' equity: Preferred stock, $0.10 par value; authorized 10.0 shares; none issued - - Common stock, $0.10 par value; authorized 150.0 shares; shares issued 29.5 and 29.1 at June 30, 2000 and December 31, 1999, respectively; shares outstanding 29.5 and 29.0 at June 30, 2000 and December 31, 1999, respectively 3.0 2.9 Additional paid-in capital 145.3 134.5 Retained earnings 167.0 123.0 Accumulated other comprehensive loss: Cumulative foreign currency translation adjustment (50.4) (24.3) Treasury stock, at cost - (8.2) -------- -------- Total stockholders' equity 264.9 227.9 -------- -------- Total liabilities and stockholders' equity $2,010.0 $2,110.8 ======== ========
See accompanying notes to condensed consolidated financial statements. BECKMAN COULTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Millions) Unaudited
Six Months Ended June 30, 2000 1999 ---- ---- Cash Flows from Operating Activities Net earnings $ 53.4 $ 42.9 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 67.6 74.5 Net deferred income taxes 10.1 (0.3) Proceeds from sales of sales-type lease receivables 48.3 27.4 Gain on sale of property, plant and equipment (1.7) - Changes in assets and liabilities: Trade and other receivables 21.4 (14.6) Inventories (39.3) (16.9) Accounts payable, accrued expenses and other liabilities (90.0) (73.0) Income taxes payable 14.2 11.4 Other 4.2 9.0 ------- ------- Net cash provided by operating activities 88.2 60.4 ------- ------- Cash Flows from Investing Activities Additions to property, plant and equipment (72.0) (66.2) Proceeds from sale of certain clinical chemistry assets 15.0 - Proceeds from sale of property, plant and equipment 15.2 2.7 ------- ------- Net cash used by investing activities (41.8) (63.5) ------- ------- Cash Flows from Financing Activities Dividends to stockholders (9.4) (9.1) Proceeds from issuance of stock 19.1 12.4 Notes payable reductions, net (19.8) (24.7) Long-term debt borrowings - 21.0 Long-term debt reductions (45.9) (8.1) ------- ------- Net cash used by financing activities (56.0) (8.5) ------- ------- Effect of exchange rates on cash and equivalents (2.9) (0.1) ------- ------- Decrease in cash and equivalents (12.5) (11.7) Cash and equivalents - beginning of period 34.4 24.7 ------- ------- Cash and equivalents - end of period $ 21.9 $ 13.0 ======= ======= Supplemental Disclosures of Cash Flow Information Cash paid during the period for: Interest $ 34.7 $ 36.6 Income taxes $ 10.2 $ 9.6 Non-cash Investing and Financing Activities: Purchase of equipment under capital lease $ 2.7 $ 0.6 Receivable from sale of certain clinical chemistry assets $ 1.6 $ -
See accompanying notes to condensed consolidated financial statements. BECKMAN COULTER, INC. Notes To Condensed Consolidated Financial Statements June 30, 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 year 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 Six Months Ended June 30, June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Net earnings $ 32.4 $ 25.9 $ 53.4 $ 42.9 Foreign currency translation adjustment (14.8) (0.7) (26.1) (12.0) ------ ------ ------ ------ Comprehensive income $ 17.6 $ 25.2 $ 27.3 $ 30.9 ====== ====== ====== ======
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 June 30, 2000 1999 ---------------------------------------------------- Per Per Net Share Net Share Earnings Shares Amount Earnings Shares Amount -------- ------ ------ -------- ------ ------ Basic EPS: Net earnings $ 32.4 29.4 $ 1.10 $ 25.9 28.6 $ 0.91 Effect of dilutive stock options - 1.4 (0.05) - 1.0 (0.04) ------ ---- ------ ------ ---- ------ Diluted EPS: Net earnings $ 32.4 30.8 $ 1.05 $ 25.9 29.6 $ 0.87 ====== ==== ====== ====== ==== ======
Six Months Ended June 30, 2000 1999 ---------------------------------------------------- Per Per Net Share Net Share Earnings Shares Amount Earnings Shares Amount -------- ------ ------ -------- ------ ------ Basic EPS: Net earnings $ 53.4 29.2 $ 1.83 $ 42.9 28.5 $ 1.51 Effect of dilutive stock options - 1.3 (0.08) - 1.1 (0.06) ------ ---- ------ ------ ---- ------ Diluted EPS: Net earnings $ 53.4 30.5 $ 1.75 $ 42.9 29.6 $ 1.45 ====== ==== ====== ====== ==== ======
4. Sale of Receivables - ------------------------ During the six months ended June 30, 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 $48.3 million for which we received $48.3 million in cash proceeds. During the six months ended June 30, 1999, we sold similar assets with a net book value of $26.8 million for cash proceeds of $27.4 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 limited recourse provisions. 5. Inventories - ---------------- Inventories consisted of the following (in millions):
June 30, 2000 December 31, 1999 ------------- ----------------- Finished products $ 227.9 $ 210.9 Raw materials, parts and assemblies 101.6 87.2 Work in process 19.9 15.0 ------- ------- $ 349.4 $ 313.1 ======= =======
6. Goodwill - ------------- During the quarter ended June 30, 2000, we recorded a $6.3 million increase to goodwill. The increase was the result of adjustments to deferred income taxes related to the 1997 acquisition of Coulter Corporation offset by a reversal of excess purchase liabilities. 7. Provision for Restructuring Operations - ------------------------------------------- We recorded a restructuring charge of $4.3 million, $2.6 million after taxes, in the fourth quarter of 1999 for consolidation of selling, general, administrative and technical functions. The following table details the activity within the accrual for the six months ended June 30, 2000 (in millions):
Facility Consolidation and Personnel Asset- and related Other Write-offs Total ----- ---------- ----- Remaining provision included in accrued expenses at December 31, 1999 $ 3.0 $ 0.6 $ 3.6 2000 year-to-date utilization (1.4) (0.1) (1.5) ----- ----- ----- Balance at June 30, 2000 $ 1.6 $ 0.5 $ 2.1 ===== ===== =====
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 six months ended June 30, 2000 (in millions):
Facility Consolidation and Personnel Asset- and related Other Write-offs Total ----- ---------- ----- Balance at December 31, 1999: Consolidation of selling, 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 utilization: Consolidation of selling, general, administrative and technical functions $(4.3) $ - $(4.3) Changes in manufacturing operations (0.6) (3.8) (4.4) ----- ----- ----- Total 2000 year-to-date utilization $(4.9) $(3.8) $(8.7) ===== ===== ===== Balance at June 30, 2000: Consolidation of selling, general, administrative and technical functions $ 4.0 $ - $ 4.0 Changes in manufacturing operations 0.5 0.7 1.2 ----- ----- ----- Balance at June 30, 2000 $ 4.5 $ 0.7 $ 5.2 ===== ===== =====
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 six months ended June 30, 2000 (in millions):
Facility Consolidation and Personnel Asset- and related Other Write-offs Total ----- ---------- ----- Balance at December 31, 1999: Consolidation of selling, 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 utilization: Consolidation of selling, general, administrative and technical functions $(1.6) $(0.8) $(2.4) Changes in manufacturing operations (1.5) - (1.5) ----- ----- ----- Total 2000 year-to-date utilization $(3.1) $(0.8) $(3.9) ===== ===== ===== Balance at June 30, 2000: Consolidation of selling, general, administrative and technical functions $ 0.1 $ 0.9 $ 1.0 Changes in manufacturing operations 0.1 - 0.1 ----- ----- ----- Balance at June 30, 2000 $ 0.2 $ 0.9 $ 1.1 ===== ===== =====
8. Contingencies - ------------------ In December 1999, Streck Laboratories, Inc. ("Streck") 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. We continue to believe that 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 consolidated operations or financial position. 9. Business Segment Information - --------------------------------- 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 For the six months ended June 30, June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Net sales Clinical diagnostics $ 367.0 $ 353.3 $ 720.1 $ 679.9 Life science research 102.4 92.9 183.7 171.4 Center - - - - ------- ------- ------- ------- Consolidated $ 469.4 $ 446.2 $ 903.8 $ 851.3 ======= ======= ======= ======= Operating income (loss) Clinical diagnostics $ 63.8 $ 53.1 $ 120.9 $ 108.0 Life science research 15.8 10.5 22.8 16.8 Center (19.2) (9.5) (36.5) (27.4) ------- ------- ------- ------- Consolidated $ 60.4 $ 54.1 $ 107.2 $ 97.4 ======= ======= ======= ======= Interest income Clinical diagnostics $ - $ (0.5) $ (0.7) $ (1.5) Life science research - - - - Center (2.1) (1.3) (2.8) (2.3) ------- ------- ------- ------- Consolidated $ (2.1) $ (1.8) $ (3.5) $ (3.8) ======= ======= ======= ======= Interest expense Clinical diagnostics $ - $ - $ - $ - Life science research - - - - Center 17.9 18.9 36.5 37.1 ------- ------- ------- ------- Consolidated $ 17.9 $ 18.9 $ 36.5 $ 37.1 ======= ======= ======= ======= Sales to external customers Americas $ 286.1 $ 260.2 $ 548.5 $ 498.3 Europe 121.9 133.7 244.4 254.4 Asia 61.4 52.3 110.9 98.6 ------- ------- ------- ------- Consolidated $ 469.4 $ 446.2 $ 903.8 $ 851.3 ======= ======= ======= =======
June 30, 2000 December 31, 1999 ------------- ---------------- Long-lived assets Americas $ 958.7 $ 981.2 Europe 88.7 111.4 Asia 38.3 51.8 -------- -------- Consolidated $1,085.7 $1,144.4 ======== ======== Total assets Clinical diagnostics $1,362.2 $1,460.8 Life science research 189.9 178.4 Center 457.9 471.6 -------- -------- Consolidated $2,010.0 $2,110.8 ======== ========
10. Stockholders' Equity - -------------------------- 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. 11. Recent Accounting Developments - ------------------------------------ In December 1999, the 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 December 31, 2000, including retroactive restatement of all affected quarters within 2000. We are currently evaluating the impact of SAB 101 on our consolidated financial statements and results of operations. 12. 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 June 30, 2000 Assets: Cash and equivalents $ (38.2) $ (2.5) $ 62.6 $ - $ 21.9 Trade and other receivables 232.2 4.8 262.8 - 499.8 Inventories 240.4 37.8 117.3 (46.1) 349.4 Other current assets 591.3 898.9 78.7 (1,515.7) 53.2 -------- -------- -------- --------- -------- Total current assets 1,025.7 939.0 521.4 (1,561.8) 924.3 Property, plant and equipment, net 157.8 82.8 113.8 (71.5) 282.9 Goodwill, net 12.6 324.3 8.6 - 345.5 Other intangibles, net 28.9 358.2 3.1 - 390.2 Other assets 1,341.9 30.1 226.3 (1,531.2) 67.1 -------- -------- -------- --------- -------- Total assets $2,566.9 $1,734.4 $ 873.2 $(3,164.5) $2,010.0 ======== ======== ======== ========= ======== Liabilities: Notes payable and current maturities of long-term debt $ 3.8 $ 0.5 $ 24.3 $ - $ 28.6 Accounts payable and accrued expenses 275.6 30.0 73.4 - 379.0 Other current liabilities 656.0 370.1 109.9 (1,070.5) 65.5 -------- -------- -------- --------- -------- Total current liabilities 935.4 400.6 207.6 (1,070.5) 473.1 Long-term debt, less current maturities 876.4 0.1 58.9 - 935.4 Other liabilities 491.4 662.7 134.7 (952.2) 336.6 -------- -------- -------- --------- -------- Total liabilities 2,303.2 1,063.4 401.2 (2,022.7) 1,745.1 Total stockholders' equity 263.7 671.0 472.0 (1,141.8) 264.9 -------- -------- -------- --------- -------- Total liabilities and stockholders' equity $ 2,566.9 $1,734.4 $ 873.2 $(3,164.5) $2,010.0 ========= ======== ======== ========= ========
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoi- 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 and 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 ======== ======== ======== ========= ========
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli- Parent diaries diaries tions dated ------ ------- ------- ----- ----- Condensed Consolidated Statement of Operations Three Months Ended June 30, 2000 Sales $349.8 $ 84.0 $ 255.1 $(219.5) $469.4 Operating costs and expenses: Cost of sales 225.3 57.9 181.7 (219.1) 245.8 Selling, general and administrative 65.3 10.2 41.9 - 117.4 Research and development 25.8 18.4 1.6 - 45.8 ------ ------ ------ ------ ------ Operating income (loss) 33.4 (2.5) 29.9 (0.4) 60.4 Nonoperating (income) and expenses (6.0) 3.3 (1.5) 17.6 13.4 ------ ------ ------ ------ ------ Earnings (loss) before income taxes 39.4 (5.8) 31.4 (18.0) 47.0 Income taxes (benefit) 6.8 (0.5) 8.5 (0.2) 14.6 ------ ------ ------ ------ ------ Net earnings (loss) $ 32.6 $ (5.3) $ 22.9 $(17.8) $ 32.4 ====== ====== ====== ====== ======
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli- Parent diaries diaries tions dated ------ ------- ------- ----- ----- Condensed Consolidated Statement of Operations Three Months Ended June 30, 1999 Sales $300.6 $100.9 $284.2 $(239.5) $446.2 Operating costs and expenses: Cost of sales 212.0 60.6 204.8 (243.3) 234.1 Selling, general and administrative 56.8 12.7 46.0 - 115.5 Research and development 27.3 13.3 1.9 - 42.5 ------ ------ ------ ------ ------ Operating income 4.5 14.3 31.5 3.8 54.1 Nonoperating (income) and expenses (33.9) 1.4 (1.3) 49.8 16.0 ------ ------ ------ ------ ------ Earnings before income taxes 38.4 12.9 32.8 (46.0) 38.1 Income taxes 19.9 3.2 17.3 (28.2) 12.2 ------ ------ ------ ------ ------ Net earnings $ 18.5 $ 9.7 $ 15.5 $(17.8) $ 25.9 ====== ====== ====== ====== ======
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli- Parent diaries diaries tions dated ------ ------- ------- ----- ----- Condensed Consolidated Statement of Operations Six Months Ended June 30, 2000 Sales $680.1 $159.7 $477.8 $(413.8) $903.8 Operating costs and expenses: Cost of sales 427.9 113.8 351.2 (415.6) 477.3 Selling, general and administrative 126.6 22.8 83.2 - 232.6 Research and development 50.0 33.8 2.9 - 86.7 ------ ------ ------ ------ ------ Operating income (loss) 75.6 (10.7) 40.5 1.8 107.2 Nonoperating (income) and expenses 7.8 6.7 (2.2) 17.5 29.8 ------ ------ ------ ------ ------ Earnings (loss) before income taxes 67.8 (17.4) 42.7 (15.7) 77.4 Income taxes (benefit) 15.6 (3.6) 11.5 0.5 24.0 ------ ------ ------ ------ ------ Net earnings (loss) $ 52.2 $(13.8) $ 31.2 $(16.2) $ 53.4
Non- Guarantor Guarantor Subsi- Subsi- Elimina- Consoli Parent diaries diaries tions dated ------ ------- ------- ----- ----- Condensed Consolidated Statement of Operations Six Months Ended June 30, 1999 Sales $582.6 $189.1 $500.7 $(421.1) $851.3 Operating costs and expenses: Cost of sales 393.3 117.2 356.0 (421.1) 445.4 Selling, general and administrative 108.3 26.7 92.3 - 227.3 Research and development 51.9 26.0 3.3 - 81.2 ------ ------ ------ ------- ------ Operating income 29.1 19.2 49.1 - 97.4 Nonoperating (income) and expenses (5.4) (1.1) (0.2) 41.0 34.3 ------ ------ ------ ------- ------ Earnings before income taxes 34.5 20.3 49.3 (41.0) 63.1 Income taxes 17.9 4.3 24.4 (26.4) 20.2 ------ ------ ------ ------- ------ Net earnings $ 16.6 $ 16.0 $ 24.9 $ (14.6) $ 42.9 ====== ====== ====== ======= ======
Non- Guarantor Guarantor Subsi- Subsi- Consoli- Parent diaries diaries dated ------ ------- ------- ----- Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2000 Net cash (used) provided by operating activities $ 11.4 $ (7.6) $ 84.4 $ 88.2 ------- ------- ------- ------- Cash flows from investing activities: Additions to property, plant and equipment (35.2) (4.1) (32.7) (72.0) Proceeds from sale of certain clinical chemistry assets - - 15.0 15.0 Proceeds from sale of property, plant and equipment - 2.3 12.9 15.2 ------- ------- ------- ------- Net cash used by investing activities (35.2) (1.8) (4.8) (41.8) ------- ------- ------- ------- Cash flows from financing activities: Dividends to stockholders (9.4) - - (9.4) Proceeds from issuance of stock 19.1 - - 19.1 Notes payable reductions - (0.5) (19.3) (19.8) Net intercompany (reductions) borrowings 16.6 3.7 (20.3) - Long-term debt reductions (35.4) - (10.5) (45.9) ------- ------- ------- ------- Net cash provided (used) by financing activities (9.1) 3.2 (50.1) (56.0) ------- -------- ------- ------- Effect of exchange rates on cash and equivalents - - (2.9) (2.9) ------- -------- ------- ------- (Decrease) increase in cash and equivalents (32.9) (6.2) 26.6 (12.5) Cash and equivalents - beginning of period ( 5.3) 3.7 36.0 34.4 ------- ------- ------- ------- Cash and equivalents - end of period $ (38.2) $ (2.5) $ 62.6 $ 21.9 ======= ======= ======= =======
Non- Guarantor Guarantor Subsi- Subsi- Consoli- Parent diaries diaries dated ------ ------- ------- ----- Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 1999 Net cash (used) provided by operating activities $ 1.8 $(28.4) $ 87.0 $ 60.4 ------ ------ ------ ------ Cash flows from investing activities: Additions to property, plant and equipment (29.2) (2.5) (34.5) (66.2) Proceeds from sale of property, plant and equipment 0.1 - 2.6 2.7 ------ ------ ------ ------ Net cash used by investing activities (29.1) (2.5) (31.9) (63.5) ------ ------ ------ ------ Cash flows from financing activities: Dividends to stockholders (9.1) - - (9.1) Proceeds from issuance of stock 12.4 - - 12.4 Notes payable (reductions) borrowings 16.4 - (41.1) (24.7) Net intercompany (reductions) borrowings (26.8) 30.1 (3.3) - Long-term debt borrowings (reductions), net ( 5.1) - 18.0 12.9 ------ ------ ------ ------ Net cash (used) provided by financing activities (12.2) 30.1 (26.4) (8.5) ------ ------ ------ ------ Effect of exchange rates on cash and equivalents - - (0.1) (0.1) ------ ------ ------ ------ (Decrease) increase in cash and equivalents (39.5) (0.8) 28.6 (11.7) Cash and equivalents - beginning of period 4.2 (0.1) 20.6 24.7 ------ ------ ------ ------ Cash and equivalents - end of period $(35.3) $ (0.9) $ 49.2 $ 13.0 ====== ====== ====== ======
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview - -------- Beckman Coulter, Inc. is a world leader in providing systems that simplify and automate laboratory processes used in all phases of the battle against disease. We design, manufacture, market and service a broad range of laboratory systems consisting of instruments, chemistries, software, and supplies that meet a variety of laboratory needs. Our products are used in a range of applications, from instruments used for pioneering medical research and drug discovery to diagnostic tools found in hospitals and physicians' offices. We compete in market segments that total approximately $28 billion in annual sales worldwide. Our diagnostics product lines cover virtually all blood tests routinely performed in hospital laboratories. For medical and pharmaceutical research, we provide a wide range of systems used in genomic, cellular and proteomic testing. We have approximately 125,000 systems operating in laboratories around the world, with 68% of annual revenues coming from after- market customer purchases of operating supplies, chemistry kits, and service. We market our products in approximately 130 countries, generating nearly 45% of revenues outside the United States. Results of Operations - --------------------- Sales in the second quarter of 2000 were $469.4 million, an increase of 5.2% (6.7% excluding the effect of foreign currency rate changes) compared to the same period in the prior year. Clinical diagnostics sales were $367.0 million and life science research sales were $102.4 million, an increase of 3.9% and 10.2%, respectively, compared to the same period in 1999. Sales in the Americas and Asia geographic areas increased 10.0% and 17.4%, respectively, while sales in the Europe geographic area decreased 8.8% during the quarter compared to the same period in the prior year. On a constant currency basis, sales in the second quarter in Europe decreased 1.7% while sales in Asia increased 11.8% compared to the same period in the prior year. Sales growth for the second quarter resulted from the following: - - the clinical diagnostics segment was led by record placements of Synchron LX(R) 20's for clinical chemistry analysis and Power Processors for sample preparation. Immunodiagnostics sales growth was led by Access(R) unit placements in the Americas while our Hematology product area declined when compared with a particularly strong quarter in 1999. - - the life science research segment was led by our robotic automation/genetic analysis products, including placements of CEQ(TM) 2000 DNA analysis systems, Sagian(TM) Core systems and our Biomek(R) 2000 and new Biomek(R) FX liquid handling systems. - - Europe was dampened due to currency and the continued effects of reimbursement changes, particularly in Germany and Italy. - - Asia increased due to a strengthening economy. Sales in the first half of 2000 grew 6.2% (7.9% excluding the effect of foreign currency rate changes) compared to the first half of 1999 due to factors mentioned previously and a one- time $16.6 million sale of clinical chemistry assets in Spain in the quarter ended March 31, 2000. For the quarter ended March 31, 1999, the sales generated from the clinical chemistry operations in Spain were $5.4 million. Gross profit as a percentage of sales in the second quarter of 2000 was 47.6%, 0.1 percentage point higher than the same period in the prior year. Gross profit as a percentage of sales in the first half of 2000 was 47.2%, 0.5 percentage points lower than the same period in the prior year. The decline in gross profit percentage is primarily due to the one- time $16.6 million sale of clinical chemistry assets in Spain which contributed a lower gross margin than historical company levels. Excluding this one-time transaction, gross profit would have been 47.8% for the first half of 2000. Selling, general and administrative expenses ("SG&A") declined as a percentage of sales both in the three and six-month periods ended June 30, 2000 as compared to the same periods in the prior year. For the quarter ended June 30, 2000, SG&A was $117.4 million or 25.0% of sales, as compared to $115.5 million or 25.9% of sales in the same period in the prior year. For the six months ended June 30, 2000, SG&A was $232.6 million or 25.7% of sales, as compared to $227.3 million or 26.7% of sales in the same period in the prior year. The improvement in SG&A as a percentage of sales is due to further synergies from the Coulter integration. Interest expense declined both in the three and six-month periods ended June 30, 2000 as compared to the same periods in the prior year due primarily to debt reduction. During the second quarter of 2000, we sold a facility in Japan which resulted in proceeds of $12.0 million and a pretax gain of $1.7 million, or $1.2 million after tax. This gain is included in "other nonoperating (income) and expenses" on the accompanying condensed consolidated statement of operations. Net earnings for the second quarter of 2000 were $32.4 million or $1.05 per diluted share compared to $25.9 million or $0.87 per diluted share in 1999. For the first half of 2000, net earnings were $53.4 million or $1.75 per diluted share compared to $42.9 million or $1.45 per diluted share. The increase in net earnings is primarily due to the various reasons discussed previously. Financial Condition - ------------------- As discussed in greater detail in our 1999 annual report, Beckman Coulter is a highly leveraged company. Although the debt-to-capital ratio has declined from 81.9% at December 31, 1999 to 78.4% at June 30, 2000, among other things, our high level of debt: - - increases our vulnerability to general adverse economic and industry conditions; - - could limit our ability to obtain additional financing on favorable terms; and - - requires the dedication of a substantial portion of our cash flow from operations to the payment of principal and interest on indebtedness. In addition, our agreements with our lenders contain a number of covenants, which, among other things, require us to comply with specified financial ratios and tests. At June 30, 2000, we are in compliance with such financial ratios and tests. We have and will continue to evaluate opportunities to provide additional cash flow by monetizing assets during 2000 and beyond, including sales of certain financial assets (primarily consisting of sales-type lease receivables) and real estate assets. Operating activities provided net cash of $88.2 million in the first six months of 2000 compared to net cash provided of $60.4 million in the first six months of the prior year. The primary contributors were: - - net earnings were $53.4 million in 2000 compared to $42.9 million in 1999; - - proceeds from the sale of sales-type lease receivables were $48.3 million in 2000 compared to $27.4 million in 1999; - - reductions in trade and other receivables contributed $21.4 million in cash compared to $14.6 million cash usage in 1999. These improvements were partially offset by: - - increases in inventories used $39.3 million in 2000 compared to $16.9 million used in 1999; - - cash paid to settle accounts payable, accrued expenses and other liabilities was $90.0 million in 2000 compared to $73.0 million in 1999. In 2000, investing activities used $41.8 million of net cash consisting of $72.0 million of net capital purchases, offset by $15.0 million and $15.2 million in proceeds from the sale of clinical chemistry assets in Spain and sale of property, plant and equipment, respectively. In 1999, investing activities used $63.5 million of net cash, primarily for capital purchases. Net cash used by financing activities was $56.0 million and $8.5 million for the first half of the period in 2000 and 1999, respectively. During the first six months of 2000, we made $65.7 million in cash payments towards reducing our debt compared to net debt payments of $11.8 million, during the same period in the prior year. In addition to the decline in our debt-to-capital ratio mentioned previously, the ratio of current assets to current liabilities ("current ratio") improved to 2.0 at June 30, 2000 from 1.7 at December 31, 1999. The decrease in current assets was primarily due to reductions in cash as a result of debt reduction payments and the decrease in trade and other receivables offset by an increase in net inventories. The decrease in current liabilities was due to cash payments to settle accounts payable, accrued expenses and other liabilities offset by an increase in income taxes payable. Based upon current levels of operations and anticipated cost savings and future growth, we believe that our cash flow from operations, together with available borrowings under the credit facility and other sources of liquidity will be adequate to meet our anticipated requirements until the maturity of the credit facility in 2002. However, we cannot give any assurance that our business will continue to generate cash flows at or above current levels or that estimated cost savings or growth can be achieved. Our future operating performance and ability to service or refinance our existing indebtedness, including the credit facility, will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. On June 1, 2000, we paid a quarterly cash dividend of $0.16 per share of common stock, for a total of $4.7 million. Business Climate - ---------------- The clinical diagnostics and life science research markets are highly competitive and we encounter significant competition in each market from many manufacturers, both domestic and outside the United States. These markets continue to be unfavorably impacted by the economic weakness in parts of Europe and Japan and government and healthcare cost containment initiatives in general. The life science research market also continues to be affected by consolidations of pharmaceutical companies and governmental constraints on research and development spending, especially outside the United States. In the clinical diagnostics market, attempts to lower costs and to increase productivity have led to further consolidation among healthcare providers in the United States, resulting in more powerful provider groups that continue to leverage their purchasing power to contain costs. Preferred supplier arrangements and combined purchases are becoming more commonplace. Consequently, it has become essential for manufacturers to provide cost-effective diagnostic systems to remain competitive. Cost containment initiatives in the United States and in the European healthcare systems will continue to be factors which may affect our ability to maintain or increase sales. Future profitability may also be adversely affected if the relative value of the U.S. dollar strengthens against certain currencies. The continuing consolidation trend among United States healthcare providers, mentioned previously, has increased pressure on diagnostic equipment manufacturers to broaden their product offerings to encompass a wider range of testing capability, greater automation and higher volume capacity at a lower cost. With our current product offerings, we believe Beckman Coulter is well suited to provide a broad range of systems with automation capabilities that speed test results, lower labor costs, and improve the overall efficiency of laboratories. Our new products originate from four sources: - - internal research and development programs; - - external collaborative efforts with individuals in academic institutions and technology companies; - - devices and techniques that are generated in customers' laboratories; and - - business and technology acquisitions. The following new product shipments and strategic collaborations were significant in the second quarter: - - The Biomek (R) FX laboratory automation workstation began shipping for use in nucleic acid preparation, microtiter plate replication and high-throughput drug screening in genomic and pharmaceutical research. This system is a quantum leap forward in liquid handling instrumentation, performing the work of three or more independent liquid handlers. - - CEQ(TM) 2000XL DNA analysis system was introduced and shipped to individual researchers mapping and investigating specific segments of the genetic code. This next-generation system provides longer reads and faster run times for DNA sequencing. - - A distribution and collaboration agreement was signed with Cellomics, Inc. to offer customers high-content cell screening technologies paired with Beckman Coulter's automated drug discovery systems. This alliance positions the two companies at the forefront of cell-based drug discovery applications. - - A development agreement with Micronics, Inc. was signed to collaborate on a CLIA-waived, "lab-on-a-chip" based hematology system for the point-of-care market. The size and growth of our markets are influenced by a number of factors, including: - - technological innovation in bio-analytical practice; - - government funding for basic and disease-related research (for example, heart disease, AIDS and cancer); - - research and development spending by biotechnology and pharmaceutical companies; - - healthcare spending; and - - physician practice. We expect worldwide healthcare expenditures and diagnostic testing to increase over the long-term, primarily as a result of the following: - - growing demand for services generated by the increasing size and aging of the world population; - - increasing expenditures on diseases requiring costly treatment (for example, AIDS and cancer); and - - expanding demand for improved healthcare services in developing countries. In addition to the business climate factors discussed previously, certain economic factors may influence our business, including: - - currency fluctuations - as nearly 45% of our revenues are generated outside the United States; and - - interest rates - as approximately 35% of our debt is under variable interest rate terms. With our leadership position in cellular analysis and our extensive capabilities in routine chemistry and immunodiagnoistics, we are able to offer a broad range of automated systems that together can perform more than 75% of a hospital laboratory's test volume and essentially all of the tests that are considered routine. We believe we are able to provide significant value-added benefits, enhanced through our expertise in simplifying and automating laboratory processes, to our customers. Recent Accounting Pronouncements - -------------------------------- 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 December 31, 2000, including retroactive restatement of all affected quarters within 2000. We are currently evaluating the impact of SAB 101 on our consolidated financial statements and results of operations. Forward Looking Statements - -------------------------- This Form 10-Q contains forward-looking statements, including statements regarding, among other items: - our business strategy; - anticipated trends in our business; and - our liquidity requirements and capital resources. These forward-looking statements are based on our expectations and are subject to a number of risks and uncertainties, some of which are beyond our control. These risks and uncertainties include, but are not limited to: - complexity and uncertainty regarding development of new high-technology products; - loss of market share through aggressive competition in the clinical diagnostics and life science research markets; - our dependence on capital spending policies and government funding; - the effect of potential healthcare reforms; - fluctuations in foreign exchange rates and interest rates; - reliance on patents and other intellectual property; - unanticipated reductions in cash flows and difficulty in sales of assets; - future effective tax rate; - unanticipated euro problems; and - other factors that cannot be identified at this time. Although we believe we have the product offerings and resources required to achieve our objectives, actual results could differ materially from those anticipated by these forward-looking statements. There can be no assurance that events anticipated by these forward-looking statements will in fact transpire as expected. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's cash flow and earnings are subject to fluctuations due to changes in foreign currency exchange rates and interest rates. The Company attempts to limit its exposure to these market risks through the use of various financial instruments. Assuming a hypothetical 10% strengthening and 10% weakening of the spot exchange rates for the U.S. dollar against the foreign currencies at June 30, 2000, a 10% strengthening of the U.S. dollar would result in a gain in fair value of $20.6 million and a 10% weakening of the U.S. dollar would result in a loss in fair value of $21.2 million in these instruments. With respect to interest rates, a one percentage point increase or decrease in interest rates would decrease or increase current year's pre-tax earnings by $1.7 million. For further discussion of the Company's market risk exposures, refer to the section entitled "Financial Risk Management" included in "Management's Discussion and Analysis" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. PART II OTHER INFORMATION Item 1. Legal Proceedings 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. We continue to believe that 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. Item 2. Changes In Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security-Holders None. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a) Exhibits 10.1 Beckman Coulter, Inc. Savings Plan, Amendment 2000-1, dated June 5, 2000 11. Statement re Computation of Per Share Earnings: This information is set forth in Note 3, Earnings Per Share of the Condensed Consolidated Financial Statements included in Part I herein. 15. Independent Accountants' Review Report, July 27, 2000 27. Financial Data Schedule as of and for the six month period ended June 30, 2000 b) Reports on Form 8-K None. 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: August 11, 2000 by WILLIAM H. MAY _____________________ William H. May Vice President General Counsel and Secretary Date: August 11, 2000 by JAMES T. GLOVER _____________________ James T. Glover Vice President and Treasurer EXHIBIT INDEX FORM 10-Q, SECOND QUARTER, 2000 Exhibit Number Description - ------- ----------- 10.1 Beckman Coulter, Inc. Savings Plan, Amendment 2000-1, dated June 5, 2000. 11. Statement re Computation of Per Share Earnings: This information is set forth in Note 3, Earnings Per Share, of the Condensed Consolidated Financial Statements included in Part I herein. 15. Independent Accountants' Review Report, July 27, 2000. 27. Financial Data Schedule as of and for the six month period ended June 30, 2000. EX-15 2 0002.txt INDEPENDENT ACCOUNTANTS' REVIEW REPORT Exhibit 15 KPMG LLP Center Tower 600 Anton Blvd. 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 June 30, 2000, and the related condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2000 and 1999 and the condensed consolidated statements of cash flows for the six-month periods ended June 30, 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 July 27, 2000 EX-27 3 0003.txt FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Condensed Consolidated Balance Sheet and the Condensed Consolidated Statement of Earnings and is qualified in its entirety by reference to such financial statements. 1,000,000 6-MOS DEC-31-2000 JUN-30-2000 22 0 524 24 349 924 779 496 2010 473 964 0 0 3 262 2010 904 904 477 477 319 1 37 77 24 53 0 0 0 53 1.83 1.75
EX-10.1 4 0004.txt 2000-1 SAVINGS PLAN EXHIBIT 10.1 AMENDMENT 2000-1 BECKMAN COULTER, INC. SAVINGS PLAN WHEREAS, Beckman Coulter, Inc. (the "Company"), a Delaware corporation, maintains the Beckman Coulter, Inc. Savings Plan (the "Plan"); and WHEREAS, the Company now desires to amend the Plan to limit the Retirement Plus provisions to Coulter Employees (as defined below) hired before May 1, 2000, to change the crediting of Retirement Plus contributions from a quarterly basis to an annual basis, to expand the group of participants for whom the age-based contributions are made, and to allow certain rollover contributions of distributions from the Beckman Coulter, Inc. Pension Plan; and WHEREAS, the Company has the right to amend the Plan; NOW, THEREFORE, the Plan is hereby amended as follows, effective as of the date of adoption of this Amendment 2000-1, except as otherwise indicated below: 1. Section 3.6(a) is amended by adding the following to the end of the section: "An individual who was a Covered Employee as of July 1, 2000 or thereafter, who receives a lump sum distribution from the Beckman Coulter, Inc. Pension Plan on or after July 1, 2000, and who otherwise has an Account in this Plan, shall be permitted to rollover such lump sum distribution to this Plan (provided the other requirements of this Section are satisfied)." 2. Effective April 30, 2000, Section 1 of Appendix F is amended to provide as follows: "Each Covered Employee who as of October 31, 1997 was classified by the Company as an employee rendering services to Coulter Corporation is subject to the provisions of this Appendix F (a 'Coulter Employee'). However, any Coulter Employee who has a Reemployment Commencement Date on or after May 1, 2000 shall be classified as a Beckman Employee as of the Reemployment Commencement Date. With respect to individuals not employed by the Company as of October 31, 1997 but who later become Covered Employees, the following rules shall apply: (1) If (a) such Covered Employee had no prior service with Beckman Instruments, Inc. or Coulter Corporation, (b) the Covered Employee's first Hour of Service is performed at a facility, location or operation determined by the Company to be primarily related to the portion of the Company's business acquired through the acquisition of Coulter Corporation, and (c) the Covered Employee's first Hour of Service is performed on or before April 30, 2000, that person shall be a 'Coulter Employee' for purposes of this Appendix F. (2) If such a Covered Employee's first Hour of Service is after October 31, 1997 but before May 1, 2000, and he has prior service with either Coulter Corporation or Beckman Instruments, Inc., then he shall be classified as a 'Coulter Employee' upon rehire if he was most recently employed by Coulter Corporation (rather than Beckman Instruments, Inc.) prior to October 31, 1997. Otherwise, upon rehire by the Company he shall be classified as a 'Beckman Employee.' (3) If a Covered Employee's first Hour of Service is on or after May 1, 2000, then he shall be classified as a 'Beckman Employee.' The initial classification of an Employee as a 'Coulter Employee'or 'Beckman Employee' shall continue notwithstanding any change to the Employee's facility, location or operation, but a Coulter Employee who has a Reemployment Commencement Date on or after May 1, 2000 shall be classified as a Beckman Employee as of the Reemployment Commencement Date." 3. Effective July 1, 2000, Section 7 of Appendix F is amended to read as follows: "The Committee shall maintain a 'Retirement Plus Contributions Account' under the Plan for each Coulter Employee. "Contributions Effective Before July 1, 2000. -------------------------------------------- Commencing September 1, 1998 and ending June 30, 2000, on account of each calendar quarter (ending March 31, June 30, September 30, and December 31), the Company shall make a 'Retirement Plus Contribution' to the Retirement Plus Contributions Account of each Coulter Employee who, as of the last working day of that quarter (i) is a Covered Employee and (ii) has completed a twelve month Period of Service with the Company or a Related Company. Such contribution shall be equal to 3% of that Employee's Plan Compensation for that quarter. Such contribution shall be made as soon as administratively feasible following the end of the quarter. "In addition, for each Coulter employee who was (1) hired on or before November 1, 1995, (2) was employed by Coulter Corporation on March 31, 1996, and (3) was a participant in the Coulter Corporation Pension Plan on March 31, 1996, the Company shall make the quarterly contribution shown in the following table to the Retirement Plus Contributions Account of each such Coulter Employee who is a Covered Employee on the last working day of each quarter through the quarter ending June 30, 2000. Such quarterly contributions shall be based on the Participant's Plan Compensation plus Excess Compensation for that calendar quarter and based on the Participant's age on the last day of the calendar quarter for which the contribution is made; however, such contribution shall be reduced by the amount of the 3% contribution made pursuant to the first paragraph of this Section 6. Such contribution shall be made as soon as administratively feasible following the end of the quarter. For purposes of this paragraph, 'Excess Compensation' shall mean Plan Compensation which exceeds the Social Security wage base for FICA purposes in effect at the beginning of the Plan Year. Plan Excess Participant's Age Compensation + Compensation ----------------- ------------ ----------- 40-44 3.0% 1.0% 45-49 4.5% 2.0% 50-54 6.0% 2.5% 55-59 7.0% 3.0% 60 & Older 9.0% 4.0% "Contributions Effective After July 1, 2000 ------------------------------------------- Commencing July 1, 2000, on account of each calendar quarter (ending September 30, and December 31) until December 31, 2000, the Company shall make a 'Retirement Plus Contribution' to the Retirement Plus Contributions Account of each Coulter Employee who, as of the last working day of that quarter (i) is a Covered Employee and (ii) has completed a twelve month Period of Service with the Company or a Related Company. Such contribution shall be equal to the contribution shown in the following table, based on the Participant's Plan Compensation plus Excess Compensation for that calendar quarter and based on the Participant's age on the last day of the calendar quarter for which the contribution is made. Such contribution shall be made as soon as administratively feasible following the end of the quarter. For purposes of this paragraph, 'Excess Compensation' shall mean Plan Compensation which exceeds the Social Security wage base for FICA purposes in effect at the beginning of the Plan Year. Plan Excess Participant's Age Compensation + Compensation ----------------- ------------ ---------- Less than 40 3.0% none 40-44 3.0% 1.0% 45-49 4.5% 2.0% 50-54 6.0% 2.5% 55-59 7.0% 3.0% 60 & Older 9.0% 4.0% Commencing January 1, 2001, and each year thereafter, the contributions according to the above schedule shall be made on account of each Plan Year, rather than on account of each calendar quarter. Such contributions shall be based upon each Participant's Plan Compensation and Excess Compensation for the Plan Year, and each Participant's age as of the last day of the Plan Such contribution shall be made as soon as administratively feasible following the end of the Plan Year. Such contribution shall be made on behalf of each Coulter Employee who (i) is a Covered Employee as of the last working day of the Plan Year, or (ii) has terminated employment during the Plan Year due to lay off (as determined by the Company), death, retirement or Disability. The contribution referred to in (ii) above shall be based upon Plan Compensation while a Covered Employee for the Plan Year. As referred to in (ii) above, "retirement" "means that the former Covered Employee has either (x) completed at least five Years of Service, and the former Covered Employee's number of Years of Service, when added to such person's age at his or her most recent birthday prior to termination of employment, equals at least sixty-five (65), or (y) such former Covered Employee is age 65 or older at his or her most recent birthday prior to termination of employment and has completed at least one Year of Service." IN WITNESS WHEREOF, this Amendment 2000-1 is hereby adopted this day of June, 2000. BECKMAN COULTER, INC. by FIDENCIO M. MARES ----------------- Fidencio M. Mares Vice President - Human Resources -----END PRIVACY-ENHANCED MESSAGE-----