March 2, 2005
Mail Stop 0306
Lukas Braunschweiler, President and Chief Executive Officer
Dionex Corporation
1228 Titan Way
Sunnyvale, California 94085
Via U S Mail and FAX [(408) 739-8437]
Re: Dionex Corporation
Form 10-K for the fiscal year ended June 30, 2004
Forms 10-Q for the fiscal quarters ended September 30 and
December 31, 2004
File No. 0-11250
Dear Mr. Braunschweiler:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures, and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments in all future
filings with the Commission. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Mr. Lukas Braunschweiler
Dionex Corporation
March 2, 2005
Page 2
Form 10-K for fiscal year ended June 30, 2004
Management`s Discussion and Analysis - Page 21
Results of Operations - Page 21
1. When you cite more than one factor in explaining the change in
a
financial statement line item the amounts of the individual
factors
cited, including offsetting factors should be separately
quantified.
For example, revise to quantify the impact the currency
fluctuations,
the expansion in China, and the opening of the new subsidiary in
Korea and of the new subsidiary in Australia had on your SG&A
expenses. Please apply throughout MD&A to the extent practicable
in
future filings.
Liquidity and Capital Resources - Page 23
2. Pursuant to the recent MD&A release, we believe that the
discussion of cash flows from operating activities should analyze
and
quantify changes in underlying drivers of cash flows. For
example,
cash receipts from sales and cash outflows for purchases and
operating expenses. Please revise your disclosures in future
filings, or tell us how your discussion considers the objectives
of
the Release.
Critical Accounting Policies and Estimates - Page 25
3. We see your critical accounting policy regarding revenue
recognition. However, the disclosure merely repeats the policies
from your significant accounting policies footnote with very
little
elaboration. Please expand in future filings to describe the
specific factors that in your view make it critical. Discuss the
nature of estimates and uncertainties about those estimates
inherent
to your revenue recognition policy, including how you make those
estimates. Discuss how different assumptions, methods or
conditions
might effect your financial statements.
Mr. Lukas Braunschweiler
Dionex Corporation
March 2, 2005
Page 3
Financial Statements
Consolidated Statements of Income - Page 32
4. We note that you sell products, installation and training
services
and maintenance. Based on your disclosure in Note 14, it appears
service revenues in fiscal 2004 exceeded 10% of your total
revenues.
In future filings revise your income statement to separately
disclose
revenues from the sale of products, services, and other products
if
revenues from any individual referenced component are more than 10
percent of the total revenue for the year. Related cost and
expenses should be combined and disclosed separately. Refer to
Regulation S-X, Article 5-03(b)(1) and (2).
Note 6. Goodwill and Intangible Assets - Page 41
5. Please expand your disclosure in future filings to explain the
concept of reporting units and to identify yours. Are your
segments
your reporting units? If they are not, please discuss the
material
components of your impairment loss by reporting unit. Explain how
impairment on these units was estimated and measured based upon
the
two-step impairment test.
Note 14. Business Segment Information - Page 47
6. If revenues derived from any particular foreign country are
material, revise future filings to disclose the name of the
country
and the amount of revenue from the country. Refer to paragraph
38(a)
SFAS 131.
Schedule II Valuation and Qualifying Accounts - Page 52
7. We see that you include your "accrued product warranty" in the
Schedule II on page 53. Amounts recorded as warranty reserves are
estimates of accrued liabilities, and need not been included on
the
Schedule II. Revise future filings as necessary. Refer to
Regulation S-X, Rule 5-04 for guidance.
Mr. Lukas Braunschweiler
Dionex Corporation
March 2, 2005
Page 4
Form 10-Q for the quarterly period ended December 31, 2004
Note 11. Stock-Based Compensation - Page 12
8. In future filings please relocate the disclosures required by
SFAS
148 to prominently disclose them in your financial statements.
* * * * * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides the requested supplemental information.
Confirm that you will comply with these comments in all future
filings with the Commission. Detailed response letters greatly
facilitate our review. Please file your response letter on EDGAR
under the label "CORRESP." Please understand that we may have
additional comments after reviewing your responses to our comments
and the requested supplemental information. When sending
supplemental information regarding this filing, please include the
following ZIP+4 code in our address: 20549-0306.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
Mr. Lukas Braunschweiler
Dionex Corporation
March 2, 2005
Page 5
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Jeanne Bennett at (202) 942-1915 or me at
(202)
942-1931, if you have questions regarding our comments. In our
absence you may contact Brian R. Cascio, Accounting Branch Chief,
at
(202) 942-1791.
Sincerely,
Angela J. Crane
Reviewing Accountant
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