##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-11250
 DIONEX CORPORATION
  Delaware
    
    94-2647429(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1228 Titan Way, Sunnyvale, California
    
    94085(Address of principal executive offices)
    
    (Zip Code)
 
 þ o
  þ o o
 o þ
  CLASS
    
    NUMBER OF SHARESCommon Stock
    
    18,653,660




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##### 



PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2007 and June 30, 2007
    
    
    3Condensed Consolidated Statements of Income for the Three Months Ended
September 30, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months Ended
September 30, 2007 and 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-12ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13-16ITEM 3. Quantitative and Qualitative Disclosures about Market Risks
    
    
    17ITEM 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONITEM 1A. Risk Factors
    
    
    1820ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20ITEM 6. Exhibits
    
    
    2223SIGNATURES
    
    
    24EXHIBITSEXHIBIT 10.1EXHIBIT 10.8EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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September 30,
    
    
    June 30,2007
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    69,577
    
    
    $
    54,938Short-term investments
    
    
    
    
    
    
    124Accounts receivable (net of allowance for doubtful accounts of $686 at September 30, 2007 and
$610 at June 30, 2007)
    
    
    64,527
    
    
    
    65,990Inventories
    
    
    31,001
    
    
    
    28,626Deferred taxes
    
    
    9,164
    
    
    
    8,983Prepaid expenses and other
    
    
    11,501
    
    
    
    12,113Total current assets
    
    
    185,770
    
    
    
    170,774Property, plant and equipment, net
    
    
    63,297
    
    
    
    62,366Goodwill
    
    
    25,823
    
    
    
    25,443Intangible assets, net
    
    
    6,650
    
    
    
    6,955Other assets
    
    
    16,967
    
    
    
    6,231$
    298,507
    
    
    $
    271,769LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Notes payable
    
    $
    18,246
    
    
    $
    231Accounts payable
    
    
    12,663
    
    
    
    12,293Accrued liabilities
    
    
    28,108
    
    
    
    30,329Deferred revenue
    
    
    17,813
    
    
    
    18,617Income taxes payable
    
    
    6,920
    
    
    
    13,068Accrued product warranty
    
    
    2,954
    
    
    
    2,875Total current liabilities
    
    
    86,704
    
    
    
    77,413Deferred and other income taxes payable
    
    
    22,455
    
    
    
    5,060Other long-term liabilities
    
    
    4,102
    
    
    
    3,588Stockholders equity:Preferred stock (par value $.001 per share; 1,000,000 shares authorized; none outstanding)
    
    
    
    
    
    
    Common stock (par value $.001 per share; 80,000,000 shares authorized; issued and outstanding:
18,646,591 shares at September 30, 2007 and 18,845,802 shares at June 30, 2007)
    
    
    163,493
    
    
    
    161,409Retained earnings
    
    
    5,571
    
    
    
    13,223Accumulated other comprehensive income
    
    
    16,182
    
    
    
    11,076Total stockholders equity
    
    
    185,246
    
    
    
    185,708$
    298,507
    
    
    $
    271,769
  3




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Three Months EndedSeptember 30,2007
    
    
    2006Net sales
    
    $
    82,423
    
    
    $
    72,857Cost of sales
    
    
    28,696
    
    
    
    24,959Gross profit
    
    
    53,727
    
    
    
    47,898Operating expenses:Selling, general and administrative
    
    
    31,156
    
    
    
    28,429Research and product development
    
    
    6,601
    
    
    
    5,748Total operating expenses
    
    
    37,757
    
    
    
    34,177Operating income
    
    
    15,970
    
    
    
    13,721Interest income
    
    
    629
    
    
    
    339Interest expense
    
    
    (162
    )
    
    
    (30
    )Other expense, net
    
    
    (751
    )
    
    
    (331
    )Income before taxes
    
    
    15,686
    
    
    
    13,699Taxes on income
    
    
    5,536
    
    
    
    5,028Net income
    
    $
    10,150
    
    
    $
    8,671Basic earnings per share
    
    $
    0.54
    
    
    $
    0.45Diluted earnings per share
    
    $
    0.53
    
    
    $
    0.44Shares used in computing per share amounts:Basic
    
    
    18,765
    
    
    
    19,441Diluted
    
    
    19,294
    
    
    
    19,855
  4




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Three Months EndedSeptember 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    10,150
    
    
    $
    8,671Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,149
    
    
    
    1,635Stock-based compensation
    
    
    1,443
    
    
    
    1,230Allowance for bad debts
    
    
    47
    
    
    
    135Loss on disposal of fixed assets
    
    
    9
    
    
    
    74Tax benefit related to stock transactions
    
    
    (487
    )
    
    
    (109
    )Deferred income taxes
    
    
    238
    
    
    
    (33
    )Changes in assets and liabilities:Accounts receivable
    
    
    3,515
    
    
    
    953Inventories
    
    
    (876
    )
    
    
    (488
    )Prepaid expenses and other assets
    
    
    1,606
    
    
    
    623Accounts payable
    
    
    143
    
    
    
    (206
    )Deferred revenue
    
    
    (438
    )
    
    
    (1,281
    )Accrued liabilities
    
    
    (1,657
    )
    
    
    (1,221
    )Income taxes payable
    
    
    (2,748
    )
    
    
    2,430Accrued product warranty
    
    
    (28
    )
    
    
    (238
    )Net cash provided by operating activities
    
    
    13,066
    
    
    
    12,175Cash flows from investing activities:Proceeds from sale of marketable securities
    
    
    
    
    
    
    9,700Purchase of marketable securities
    
    
    
    
    
    
    (2,600
    )Purchase of property, plant and equipment
    
    
    (854
    )
    
    
    (2,471
    )Purchase of intangible assets
    
    
    (1,572
    )
    
    
    (423
    )Net cash provided by (used for) investing activities
    
    
    (2,426
    )
    
    
    4,206Cash flows from financing activities:Net change in notes payable
    
    
    18,012
    
    
    
    3,066Proceeds from issuance of common stock pursuant to stock-based compensation plans
    
    
    2,361
    
    
    
    1,302Tax benefit related to stock transactions
    
    
    487
    
    
    
    109Repurchase of common stock
    
    
    (18,587
    )
    
    
    (21,491
    )Net cash provided by (used for) financing activities
    
    
    2,273
    
    
    
    (17,014
    )Effect of exchange rate changes on cash
    
    
    1,726
    
    
    
    174Net increase (decrease) in cash and cash equivalents
    
    
    14,639
    
    
    
    (459
    )Cash and cash equivalents, beginning of period
    
    
    54,938
    
    
    
    43,524Cash and cash equivalents, end of period
    
    $
    69,577
    
    
    $
    43,065Supplemental disclosures of cash flow information:Income taxes paid
    
    $
    7,721
    
    
    $
    56Interest expense paid
    
    
    135
    
    
    
    3Supplemental schedule of non-cash investing and financing activities:Accrued purchases of property, plant and equipment
    
    
    328
    
    
    
    1,891
  5




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The Fair Value Option for Financial Assets and Financial
Liabilities
 Fair Value Measurements
  Share-Based Payment
 6




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Three Months EndedSeptember 30,2007
    
    
    2006Cost of sales
    
    $
    131
    
    
    $
    86Selling, general and administrative expense
    
    
    927
    
    
    
    849Research and development expense
    
    
    385
    
    
    
    295Total stock-based compensation expense
    
    
    1,443
    
    
    
    1,230Tax effect on stock-based compensation
    
    
    (430
    )
    
    
    (354
    )Net effect on net income
    
    $
    1,013
    
    
    $
    876Excess tax benefit related to stock option plans:Cash flows from operations
    
    
    (487
    )
    
    
    (109
    )Cash flows from financing activities
    
    
    487
    
    
    
    109Effects on earnings per share:Basic
    
    $
    (0.05
    )
    
    $
    (0.05
    )Diluted
    
    $
    (0.05
    )
    
    $
    (0.04
    )
  Three Months EndedSeptember 30,2007
    
    
    2006Volatility for option plan
    
    
    28
    %
    
    
    29
    %Volatility for ESPP
    
    
    23
    %
    
    
    28
    %Risk-free interest rate for option plan
    
    
    4.6
    %
    
    
    4.9
    %Risk-free interest rate for ESPP
    
    
    4.8
    %
    
    
    4.9
    %Expected life of ESPP
    
    
6
    months
    
    
    6
    monthsExpected life of option plan
    
    
    4.75
    years
    
    
   4.75
    yearsExpected dividend
    
    $
    0.00
    
    
    $
    0.00
          7




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WeightedAverage
    
    AggregateWeighted
    
    Remaining
    
    IntrinsicOptions
    
    Average
    
    Contractual
    
    ValueOutstanding
    
    Exercise Price
    
    Term (Years)
    
    (in 000s )Balance at June 30, 2007
    
    
    1,694,471
    
    
    $
    41.91Options granted
    
    
    321,250
    
    
    
    72.56Options exercised
    
    
    (42,248
    )
    
    
    35.15Options forfeited/cancelled/expired
    
    
    (10,627
    )
    
    
    50.81Balance at September 30, 2007
    
    
    1,962,846
    
    
    $
    47.02
    
    
    
    6.87
    
    
    $
    63,672Options vested and expected to vest at September 30, 2007
    
    
    1,922,246
    
    
    $
    46.77
    
    
    
    6.83
    
    
    $
    62,829Exercisable at September 30, 2007
    
    
    1,132,040
    
    
    $
    37.75
    
    
    
    5.42
    
    
    $
    47,223
     September 30,
    
    
    June 30,2007
    
    
    2007Finished goods
    
    $
    18,651
    
    
    $
    16,536Work in process
    
    
    1,227
    
    
    
    1,328Raw materials
    
    
    11,123
    
    
    
    10,762$
    31,001
    
    
    $
    28,626
    GrossCost
    
    
    Unrealized Losses
    
    
    Fair ValueSeptember 30, 2007
Corporate debt securities
    
    $
    0
    
    
    $
    0
    
    
    $
    0June 30, 2007
Corporate debt securities
    
    $
    127
    
    
    $
    (3
    )
    
    $
    124
 8




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Three Months EndedSeptember 30,2007
    
    
    2006Net income, as reported
    
    $
    10,150
    
    
    $
    8,671Foreign currency translation adjustments, net of taxes
    
    
    5,106
    
    
    
    (448
    )Comprehensive income
    
    $
    15,256
    
    
    $
    8,223
      Three Months EndedSeptember 30,2007
    
    
    2006Numerator:Net income
    
    $
    10,150
    
    
    $
    8,671Denominator:Weighted average shares used to compute net income per common share  basic
    
    
    18,765
    
    
    
    19,441Effect of dilutive stock options
    
    
    529
    
    
    
    414Weighted average shares used to compute net income per common share  diluted
    
    
    19,294
    
    
    
    19,855Basic earnings per share
    
    $
    0.54
    
    
    $
    0.45Diluted earnings per share
    
    $
    0.53
    
    
    $
    0.44
 
 9




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TotalBalance as of July 1, 2007
    
    $
    25,443Translation adjustments
    
    
    380Balance as of September 30, 2007
    
    $
    25,823
 Goodwill and Other Intangible Assets
  As of September 30, 2007
    
    
    As of June 30, 2007Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    NetPatents and trademarks
    
    $
    5,958
    
    
    $
    (925
    )
    
    $
    5,033
    
    
    $
    5,958
    
    
    $
    (779
    )
    
    $
    5,179Developed technology
    
    
    10,265
    
    
    
    (10,235
    )
    
    
    30
    
    
    
    10,013
    
    
    
    (9,805
    )
    
    
    208Other
    
    
    2,297
    
    
    
    (710
    )
    
    
    1,587
    
    
    
    2,205
    
    
    
    (637
    )
    
    
    1,568Total
    
    $
    18,520
    
    
    $
    (11,870
    )
    
    $
    6,650
    
    
    $
    18,176
    
    
    $
    (11,221
    )
    
    $
    6,955
     RemainingEnding
    
    AmortizationSeptember 30,
    
    Expense2008 (remaining nine months)
    
    $
    6602009
    
    
    8422010
    
    
    8212011
    
    
    8002012
    
    
    800Thereafter
    
    
    2,727Total
    
    $
    6,650
 10




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Balance
    

    

    
    
    
    Other
    
    Actual
    
    BalanceBeginning
    
    Provision
    
    Adjustments
    
    Warranty
    
    End ofof Period
    
    For Warranties
    
    Accounts (1)
    
    Costs Incurred
    
    PeriodAccrued Product WarrantyThree Months Ended:September 30, 2007
    
    $
    2,875
    
    
    $
    572
    
    
    $
    178
    
    
    $
    (671
    )
    
    $
    2,954September 30, 2006
    
    $
    3,493
    
    
    $
    684
    
    
    $
    (13
    )
    
    $
    (935
    )
    
    $
    3,229
 
 (1)
    
    Effects of exchange rate changes     Disclosures about Segments of an Enterprise and Related Information
   Three Months EndedSeptember 30,2007
    
    
    2006Products
    
    $
    71,946
    
    
    $
    64,210Installation and Training Services
    
    
    2,493
    
    
    
    1,917Maintenance
    
    
    7,984
    
    
    
    6,730$
    82,423
    
    
    $
    72,857
 11




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Accounting for Uncertainty in Income Taxes
      12




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13




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Three MonthsEndedSeptember 30, 2007Percentage change in net salesTotal:
    
    13%By geographic region:North America
    
    15%Europe
    
    12%Asia/Pacific
    
    14%
  Three MonthsEndedSeptember 30, 2007Percentage change in net sales excluding currency fluctuationsTotal:
    
    10%By geographic region:North America
    
    15%Europe
    
    4%Asia/Pacific
    
    15%
        14




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Payments Due by PeriodLessThan 1
    
    
    1-3
    
    
    4-5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    Years
    
    
    Years
    
    
    YearsOperating Lease Obligations
    
    $
    17,750
    
    
    $
    4,864
    
    
    $
    6,546
    
    
    $
    3,465
    
    
    $
    2,875
   The Fair Value Option for Financial Assets and Financial Liabilities
 15




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Fair Value Measurements
     Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109
   Accounting for Income Taxes .
 Accounting for Uncertainty in Income Taxes  an
Interpretation of FASB Statement No. 109 Accounting for Income Taxes
 16




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Foreign Currency Exchange.
  Interest and Investment Income.
 Debt and Interest Expense.
 17




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Economic, political and other risks associated with international sales and operations could
adversely affect our results of operations.
  
    
    interruption to transportation flows for delivery of parts to us and finished goods to
our customers;
    
    changes in a specific countrys or regions political, economic or other conditions;
    
    trade protection measures and import or export licensing requirements;
    
    negative consequences from changes in tax laws;
    
    difficulty in staffing and managing widespread operations;
    
    differing labor regulations;
    
    differing protection of intellectual property;
    
    unexpected changes in regulatory requirements; and
    
    geopolitical turmoil, including terrorism and war.
 18




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Foreign currency fluctuations related to international operations may adversely affect our
operating results.
  Fluctuations in worldwide demand for analytical instrumentation could affect our operating results.
  Fluctuations in our quarterly operating results may cause our stock price to decline.
  Our results of operations and financial condition will suffer if we do not introduce new products
that are attractive to our customers on a timely basis.
  The analytical instrumentation market is highly competitive, and our inability to compete
effectively in this market would adversely affect our results of operations and financial
condition.
  We may experience difficulties with obtaining components from sole- or limited-source suppliers, or
manufacturing delays, either of which could adversely affect our results of operations.
   19




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Our executive officers and other key employees are critical to our business, they may not remain
with us in the future and finding talented replacements may be difficult.
  We may be unable to protect our intellectual property rights and may face intellectual property
infringement claims.
  
    
    any of our pending patent applications or any future patent applications will result in
issued patents;
    
    the scope of our patent protection will exclude competitors or provide competitive
advantages to us;
    
    any of our patents will be held valid if subsequently challenged; or
    
    others will not claim rights in or ownership of the patents and other proprietary
rights held by us.
   
   20




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TotalNumber of
    
    
    
    
    
    MaximumShares
    
    
    
    
    
    Number ofPurchased
    
    Additional
    
    Shares thatTotal
    
    
    
    
    
    as Part of
    
    Shares
    
    May Yet BeNumber
    
    Avg.
    
    Publicly
    
    Authorized
    
    Purchasedof Shares
    
    Price Paid
    
    Announced
    
    for
    
    Under thePeriod
    
    Purchased
    
    per Share
    
    Program
    
    Purchase (1)
    
    Program (2)July 1 31, 2007
    
    
    
    
    
    
    
    
    
    
    6,094,377
    
    
    
    10,218
    
    
    
    1,237,388August 1 31, 2007
    
    
    231,025
    
    
    
    72.10
    
    
    
    6,325,402
    
    
    
    42,704
    
    
    
    1,049,067September 1  30, 2007
    
    
    26,800
    
    
    
    72.01
    
    
    
    6,352,202
    
    
    
    5,692
    
    
    
    1,027,959
 
 (1)
    
    The number of shares represents the number of shares issued pursuant to employee stock plans
that are authorized for purchase.(2)
    
    The number of shares includes current repurchase of 1.5 million shares of common stock
approved in August 2006 plus that number of shares of common stock equal to the number of
shares issued pursuant to employee stock plans subsequent to August 2006 minus the number of
shares purchased. 21




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ExhibitNumber

    Description
    
    Reference3.1
    
    Restated Certificate of Incorporation, filed December 12, 1988
    
    
    (1
    )3.2
    
    Certificate of Amendment of Restated Certificate of
Incorporation, filed December 1, 1999 (Exhibit 3.2)
    
    
    (13
    )3.3
    
    Bylaws, as amended on July 29, 2002 (Exhibit 3.2)
    
    
    (4
    )3.4
    
    Amendment to Bylaws, adopted on January 11, 2007 (Exhibit 3.1)
    
    
    (10
    )4.1
    
    Stockholder Rights Agreement dated January 21, 1999, between
Dionex Corporation and Bank Boston N.A.
    
    
    (2
    )10.1
    
    Medical Care Reimbursement Plan as amended October 30, 200710.2
    
    Credit Agreement dated November 13, 2000 between Wells Fargo
Bank and Dionex Corporation
(Exhibit 10.15)
    
    
    (3
    )10.3
    
    First amendment to Credit Agreement dated November 13, 2000
between Wells Fargo Bank and
Dionex Corporation (Exhibit 10.17)
    
    
    (5
    )10.4
    
    Dionex Corporation 2004 Equity Incentive Plan, as amended
October 2006 (Exhibit 10.1)
    
    
    (14
    )10.5
    
    Form of Stock Option Agreement for non-employee directors
(Exhibit 99.2)
    
    
    (7
    )10.6
    
    Form of Stock Option Agreement for other than non-employee
directors (Exhibit 99.3)
    
    
    (7
    )10.7
    
    Form of Stock Unit Award Agreement (Exhibit 10.2)
    
    
    (14
    )10.8
    
    Form of International Stock Option Agreement10.9
    
    Employee Stock Participation Plan (Exhibit 10.13)
    
    
    (6
    )10.10
    
    Second amendment to Credit Agreement dated November 13, 2000
between Wells Fargo Bank and
Dionex Corporation (Exhibit 10.1)
    
    
    (8
    )10.11
    
    Change in Control Severance Benefit Plan (Exhibit 10.15)
    
    
    (9
    )10.12
    
    Third amendment to Credit Agreement dated December 1, 2006
between Wells Fargo Bank and
Dionex Corporation (Exhibit 10.8)
    
    
    (11
    )10.13
    
    Executive Employment Agreement for Lukas Braunschweiler dated
November 20, 2006 (Exhibit 10.1)
    
    
    (12
    )24.1
    
    Power of Attorney (reference is made to the signature page of
this report on Form 10-K)31.1
    
    Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 22




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(1)
    
    Incorporated by reference to the corresponding exhibit in our Annual Report on Form 10-Q
filed September 20, 1989.
 (2)
    
    Incorporated by reference to the corresponding exhibit in our Quarterly Report on Form 10-Q
filed February 16, 1999.
 (3)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 14, 2001.
 (4)
    
    Incorporated by reference to the indicated Exhibit 10.17 in our Annual Report on Form 10-K
filed August 28, 2002.
 (5)
    
    Incorporated by reference to the indicated Exhibit in our Annual Report on Form 10-K filed
September 24, 2003.
 (6)
    
    Incorporated by reference to the indicated exhibit in our Annual Report on Form 10-K filed
September 10, 2004.
 (7)
    
    Incorporated by reference to our Registration Statement on Form S-8 filed December 8, 2004.
 (8)
    
    Incorporated by reference to the indicated exhibit in our current Report on Form 8-K filed
December 22, 2004.
 (9)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
May 10, 2005.
 (10)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed January 17, 2007.
 (11)
    
    Incorporated by reference to the indicated exhibit in our Quarterly Report on Form 10-Q filed
February 9, 2007.(12)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed November 21, 2006.(13)
    
    Incorporated by reference to the indicated exhibit in our Form 10-K filed August 29, 2007.(14)
    
    Incorporated by reference to the indicated exhibit in our Form 8-K filed October 15, 2007.
 23




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DIONEX CORPORATION
(Registrant)Date:  November 9, 2007
    By:
    /s/ Lukas BraunschweilerLukas BraunschweilerPresident, Chief Executive Officer And DirectorBy:
    /s/ Craig A. McCollamCraig A. McCollamVice President and Chief Financial Officer 24




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##### Table of Contents



10.1
    
    Medical Care Reimbursement Plan, as amended October 30, 200710.8
    
    Form of International Stock Option Agreement31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002