-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CTGAcat858oaMhh8f6i/m1lC/isl/x3cTP1inyfxqkaJApPZZXGu0PMvLMiaAv0k dtyczgW9/lQ6HRQQ6d6j4g== 0000313616-94-000016.txt : 19941101 0000313616-94-000016.hdr.sgml : 19941101 ACCESSION NUMBER: 0000313616-94-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: 3585 IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 94554126 BUSINESS ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 1250 24TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [ X ]SECURITIES AND EXCHANGE ACT OF 1934 For the Quarter ended September 30, 1994 OR [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-8089 DANAHER CORPORATION (Exact name of registrant as specified in its charter) Delaware 59-1995548 (State of incorporation) (I.R.S.Employer Identification number) 1250 24th Street, N.W., Suite 800 Washington, D.C. 20037 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 202-828-0850 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares of common stock outstanding at October 20, 1994 was 28,572,941. DANAHER CORPORATION INDEX FORM 10-Q PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Condensed Balance Sheets at September 30, 1994 and December 31, 1993. . . . . . . . . . . . 1 Consolidated Condensed Statements of Earnings for the three months and nine months ended September 30, 1994 and October 1, 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Consolidated Condensed Statements of Cash Flow for the nine months ended September 30, 1994 and October 1, 1993. . . . .3 Notes to Consolidated Condensed Financial Statements. . . . . . . . . . . . . . . . . . . . . . . .4 Item 2. Managements's Discussion and Analysis of Financial Condition and Results of Operations .. . . . . . . . . . . . . . . . . . . .5 Liquidity and Capital Resources. . . . . . . . . .. . . .. . . . . . .5 PART II - OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . .. . . . . . . .6 Item 2. Change in Securities. . . . . . . .. . . . . . . . . . .6 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . .6 Item 4. Submission of matter to a vote of Security Holders. . . . . . . . . . . . . . . . . . . . . . 6 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . .6 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . .6 DANAHER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (000's omitted) September 30, 1994 (unaudited) December 31, 1993 (Note 1) ASSETS Current Assets: Cash and cash equivalents $21,641 $ 6,767 Account receivable, net Inventories: Finished goods Work in process Raw material and supplies 186,368 82,479 21,252 31,080 135,445 59,916 19,900 27,753 Total inventories 134,811 107,569 Prepaid expenses and other current assets 42,083 27,982 Total current assets 384,903 277,763 Property, plant and equipment, net of depreciation of $146,500 and $122,624 respectively 244,779 235,666 Other assets 21,284 21,477 Excess of cost over net assets of acquired companies, net 334,670 337,566 Total assets $985,636 $872,472 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt Accounts payable Accrued expenses $335 86,617 200,612 $ 2,235 72,445 160,685 Total current liablities 287,564 235,365 Other liabilities 141,932 142,091 Long-term debt 131,215 131,350 Stockholders' equity: Common stock - $.01 par value Additional paid-in capital Retained earnings Cumulative foreign translation adjustment Treasury stock 310 284,252 177,419 433 (37,489) 309 279,532 123,095 (1,781) (37,489) Total stockholders' equity 424,925 363,666 Total liabilities and stockholders' equity $985,636 $872,472 DANAHER CORPORATION CONSOLIDATION CONDENSED STATEMENTS OF EARNINGS (000's omitted except per share amounts) (unaudited) Quarter Ended Nine Months Ended Sept. 30, 1994 Oct. 1, 1993 Sept. 30, 1994 Oct. 1, 1993 Net revenues $326,386 $281,017 $933,621 $788,303 Operating costs and expenses: Cost of sales Selling, general and administrative expenses Goodwill and other amortization Total operating costs and expenses 232,011 51,177 2,421 285,609 206,795 44,137 2,432 253,364 675,930 147,563 7,263 830,756 581,387 127,318 7,133 715,838 Operating profit 40,777 27,653 102,865 72,465 Interest expense, net 2,279 2,705 7,089 8,067 Earnings before income taxes and cumulative effect of accounting change 38,498 24,948 95,776 64,398 Income taxes 15,400 10,480 38,884 27,050 Earnings before cumulative effect of accounting change 23,098 14,468 56,892 37,348 Cumulative effect of accounting change (net of tax benefit of $20,000) - - - (36,000) Net Earnings $23,098 $14,468 $56,892 $1,348 Per share: Before accounting change Cumulative effect of change Net earnings $ .79 - $ .79 $ .50 - $ .50 $ 1.95 - $ 1.95 $ 1.29 (1.25) $ .04 Average common stock and equivalent shares outstanding 29,230,863 28,950,256 29,145,050 28,845,775 See notes to consolidated condensed financial statements. DANAHER CORPORATION CONSOLIDATION CONDENSED STATEMENTS OF CASH FLOW (000's omitted except per share amounts) (unaudited) Nine Months Ended Sept. 30, 1994 Oct. 1, 1993 Cash flows from operating activities: Earnings before cumulative effect of accounting change Noncash items, depreciation and amortization Increase in accounts receivable Increase in inventories Increase in accounts payables Change in other assets and liabilities Total operating cash flows $56,892 31,064 (48,115) (24,147) 12,223 24,506 52,423 $37,348 31,830 (36,040) (6,142) 9,861 37,015 73,872 Cash flows from investing activities: Payments for additions to property, plant and equipment, net Cash paid for acquisitions Net cash used in investing activities (29,287) (4,580) (33,867) (29,434) (35,000) (64,434) Cash flow from financing activities: Proceeds from issuance of common stock Repayments of debt Payment of dividends Proceeds from notes payable Debt issuance expenditures Net cash provided by (used in) financing activities 901 (2,035) (2,565) - - (3,699) 1,192 (28,576) (1,702) 30,000 (160) 754 Effect of exchange rate changes on cash 17 562 Net change in cash cash equivalents 14,874 10,754 Beginning balance of cash and cash equivalents 6,767 1,691 Ending balance of cash and cash equivalents $21,641 $12,445 Supplemental disclosures: Cash interest payments Cash income tax payments $4,758 $35,725 $5,374 $24,514 See notes to consolidated condensed financial statements. DANAHER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1994 (unaudited) NOTE 1. GENERAL The consolidated condensed financial statements included herein have been prepared by Danaher Corporation (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in the Company's 1993 Annual Report on Form 10-K. In the opinion of the registrant, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company at September 30, 1994 and December 31, 1993, its results of operations for the three months and nine months ended September 30, 1994 and October 1, 1993, and its cash flows for the nine months ended September 30, 1994 and October 1, 1993. Note 2. CHANGES IN ACCOUNTING PRINCIPLES As of January 1, 1993, the Company changed its method of accounting for post retirement benefits from recognizing expense as claims are paid to the accrual method specified by SFAS No. 106. The Company elected to recognize this liability immediately and its adoption is not excepted to significantly impact the Company's ongoing results of operations. The Company also adopted the liability method of accounting for income taxes specified by SFAS No. 109. Its adoption had no impact on the results of operations and resulted in certain reclassifications to the Company's balance sheet. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net revenues for the 1994 quarter and nine-month period were 16.1% and 18.4% higher compared to the corresponding periods in 1993. Customer demand was higher in all business segments. Acquisitions accounted for approximately 2% of sales growth in the quarter and 5% of sales growth in the nine-month period. Gross profit margin for the 1994 third quarter and nine-month period, as a percentage of sales, was approximately 28.9% and 27.6%, respectively, representing 2.5 and 1.4 percentage point increases from 1993 levels. Productivity improvements, combined with increased fixed cost leverage drove this improvement. Selling, general and administrative expenses for the 1994 third quarter as a percentage of sales were approximately .03 percentage points lower than the 1993 level. For the 1994 nine-month period, these costs as a percentage of sales are also lower principally due to restructuring and other cost reduction actions taken in earlier periods, and the fixed nature of certain costs. Interest expense for the 1994 quarter and nine-month period was 15.7% and 12.1 lower than the 1993 levels, principally due to lower average debt levels. The effective tax rate for both the third quarter and nine-month period is lower in 1994 than in 1993. This relfects principally the lesser impact of nondeductible goodwill amortization given higher pretax earnings. The Company adopted new accounting principles in January, 1993. See Note 2 for a discussion of their initial and ongoing impact. Liquidity and Capital Resources Cash and cash equivalents increased $4.7 million in the third quarter to $21.6 million. This reflects net earnings offset by an increase in net working capital. Increased accounts receivable and inventory levels were largely related to the consumer hand tool business which had just entered its peak selling season. The Company anticipates reductions in working capital levels in the fourth quarter. The Company's regular quarterly dividend of $.03 per share was declared for holders of record on September 26, 1994, payable on October 28, 1994. The Company's cash provided from operations, as well as credit facilities available, should provide sufficient available funds to meet anticipated working capital requirements, capital expenditures, dividends and scheduled debt repayments. PART II ITEM 1. Legal Proceedings None ITEM 2. Change 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: None (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. DANAHER CORPORATION: Date: October 20, 1994 By: /s/ Patrick W. Allender Patrick W. Allender Chief FinancialOfficer Date: October 20, 1994 By: /s/ C. Scott Brannan C. Scott Brannan Controller EX-27 2
5 1,000 9-MOS DEC-31-1994 SEP-30-1994 21641 0 196664 10296 134811 384903 391279 146500 985636 287564 0 310 0 0 424615 985636 933621 933621 675930 830756 0 0 7089 95776 38884 56892 0 0 0 56892 1.95 1.95
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