-----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, A0Hy2STUmyiRtSw94+v47LSxfgH+vOcy/+/9/x18AnkGtsmZeHIOJI8IwllaLFm8 ssSr/ACLb2Jdcz49vPcUNQ== 0000313616-00-000003.txt : 20000420 0000313616-00-000003.hdr.sgml : 20000420 ACCESSION NUMBER: 0000313616-00-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08089 FILM NUMBER: 604310 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 FORM 10Q 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 March 31, 2000 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 April 19, 2000 was 141,684,470. DANAHER CORPORATION INDEX FORM 10-Q PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Condensed Balance Sheets at March 31, 2000 and December 31, 1999 1 Consolidated Condensed Statements of Earnings for the three months ended March 31, 2000 and April 2, 1999 2 Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2000 and April 2, 1999 3 Notes to Consolidated Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5-6 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 6 (27) Financial Data Schedules DANAHER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (000's omitted) March 31, December 31, 2000 1999 (unaudited) (NOTE 1) ASSETS Current Assets: Cash and equivalents $ 91,972 $ 260,281 Accounts receivable, net 577,299 544,738 Inventories: Finished goods 145,190 128,134 Work in process 75,361 67,437 Raw material and supplies 161,737 129,102 Total inventories 382,288 324,673 Prepaid expenses and other current assets 81,562 72,425 Total current assets 1,133,121 1,202,117 Property, plant and equipment, net of accumulated depreciation of $576,311 and $552,724, respectively 532,788 500,189 Other assets 78,199 52,476 Excess of cost over net assets of acquired companies, net 1,461,449 1,292,289 Total assets $3,205,557 $3,047,071 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable and current portion of long-term debt $ 43,764 $ 33,597 Accounts payable 228,658 213,209 Accrued expenses 539,640 461,980 Total current liabilities 812,062 708,786 Other liabilities 291,403 288,494 Long-term debt 402,496 341,037 Stockholders' equity: Common stock - $.01 par value 1,552 1,540 Additional paid-in capital 349,330 420,036 Retained earnings 1,390,715 1,321,283 Accumulated other comprehensive income (42,001) (34,105) Total stockholders' equity 1,699,596 1,708,754 Total liabilities and stockholders' equity $3,205,557 $3,047,071 See notes to consolidated condensed financial statements. DANAHER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (000's omitted except per share amounts) (unaudited) Three Months Ended March 31, April 2, 2000 1999 Net sales $ 867,847 $ 793,044 Cost of sales 537,958 497,560 Selling, general and administrative expenses 202,486 183,606 Goodwill and other amortization 9,774 9,197 Total operating expenses 750,218 690,363 Operating profit 117,629 102,681 Interest expense, net 2,213 6,548 Earnings from continuing operations before income taxes 115,416 96,133 Income taxes 43,859 37,011 Net earnings $ 71,557 $ 59,122 Basic earnings per share $ .50 $ .42 Average common stock outstanding 142,751 140,794 Diluted earnings per share $ .49 $ .41 Average common stock and common equivalent shares outstanding 145,370 145,088 See notes to consolidated condensed financial statements. DANAHER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (000's omitted) (unaudited) Three Months Ended March 31, April 2, 2000 1999 Cash flows from operating activities: Net earnings from operations $ 71,557 $ 59,122 Noncash items, depreciation and amortization 35,042 31,458 Change in accounts receivable 2,324 19,792 Change in inventories (20,512) (1,808) Change in accounts payable 610 14,451 Change in other assets and liabilities 50,044 (11,864) Total operating cash flows 139,065 111,151 Cash flows from investing activities: Payments for additions to property, plant, and equipment, net (15,036) (12,928) Cash paid for acquisitions (222,502) - Net cash provided by (used in) investing activities (237,538) (12,928) Cash flows from financing activities: Proceeds from issuance of common stock 11,480 5,657 Dividends paid (2,125) (2,628) Borrowing (repayment) of debt 3,849 (71,087) Purchase of common stock (82,174) - Net cash provided by (used in) financing activities (68,970) (68,058) Effect of exchange rate changes on cash (866) 804 Net change in cash and equivalents (168,309) 30,969 Beginning balance of cash equivalents 260,281 47,798 Ending balance of cash equivalents $ 91,972 $ 78,767 Supplemental disclosures: Cash interest payments $ 2,157 $ 2,099 Cash income tax payments $ 5,455 $ 11,403 See notes to consolidated condensed financial statements. DANAHER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (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 1999 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 March 31, 2000 and December 31, 1999, its results of operations for the three months ended March 31, 2000, and April 2, 1999, and its cash flows for the three months ended March 31, 2000 and April 2, 1999. Total comprehensive income was $63.7 million and $39.5 million for the 2000 and 1999 quarters, respectively. NOTE 2. SEGMENT INFORMATION Segment information is presented consistently with the basis described in the 1999 Annual Report. There has been no material change in total assets or liabilities by segment. Segment results for the 2000 first quarter are shown below: Sales Operating Profit 2000 1999 2000 1999 Process/Environmental Controls $520,448 $471,198 $ 81,660 $ 71,491 Tools and Components 347,399 321,846 40,220 35,290 Other - - (4,250) (4,100) $867,847 $793,044 $117,630 $102,681 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the first quarter of 2000 of $867.8 million were 9.4% higher than the 1999 first quarter. Strong volume gains in both business segments accounted for most of the sales increase, while acquisitions provided approximately 3 points of sales growth. Sales were particularly strong in the power quality and electronic test and measurement business units. Gross profit margin for the first quarter of 2000, as a percentage of sales, was 38.0%, which represents a 0.7 percentage point increase from 1999 levels. This increase results primarily from product and overhead cost reductions and efficiency improvements within existing business units. Selling, general and administrative expenses for the 2000 first quarter were 10% higher than in 1999 due primarily to higher sales levels and the impact of acquisitions. As a percentage of sales, these costs remained at 23% in 2000 and 1999. Interest expense of $2.2 million in 2000 was $4.3 million lower than the corresponding 1999 period. Average net debt levels were significantly lower in 2000, reflecting strong cash flow since the 1999 first quarter. The 2000 effective tax rate of 38.0% is 0.5% lower than the 1999 effective rate, mainly due to a higher proportion of foreign earnings. Liquidity and Capital Resources The 2000 first quarter provided strong operating cash flow, despite an increase in inventories that resulted from sales and order volume increases and a seasonal build in raw material inventory. Total debt under the Company's borrowing facilities increased to $446.3 million at March 31, 2000, compared to $374.6 million at December 31, 1999. This increase relates principally to new borrowings incurred to finance acquisitions and the repurchase of $82 million of the Company s common stock. On March 27, 2000, the Company acquired American Precision Industries, Inc. for a cash price of $19.25 per share or $250 million including assumption of debt. The Company declared a regular quarterly dividend of $.015 per share payable on April 28, 2000, to holders of record on March 31, 2000. The Company's cash provided from operations, as well as credit facilities available, should provide sufficient available funds to meet normal working capital requirements, capital expenditures, dividends, scheduled debt repayments, and to fund acquisitions, if applicable. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: (27) Financial Data Schedules (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: April 19, 2000 By: /s/ Patrick W. Allender Patrick W. Allender Chief Financial Officer Date: April 19, 2000 By: /s/ Christopher C. McMahon Christopher C. McMahon Controller EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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