-----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, pu0SPFf5seH99QRT1UGerCANhVSA6iZrDmsUNl6xcucQ5ifcAv9S4drOw7Vphu6p VPRleLGixhtKmgxTbxucPg== 0000313616-95-000005.txt : 19950421 0000313616-95-000005.hdr.sgml : 19950421 ACCESSION NUMBER: 0000313616-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950420 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [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: 95529849 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 March 31, 1995 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, 1995 was 58,442,688. DANAHER CORPORATION INDEX FORM 10-Q PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Condensed Balance Sheets at March 31, 1995 and December 31, 1994 1 Consolidated Condensed Statements of Earnings for the three months ended March 31, 1995 and April 1, 1994 2 Consolidated Condensed Statements of Cash Flow for the three months ended March 31, 1995 and April 1, 1994 3 Notes to Consolidated Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 6 DANAHER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (000's omitted) March 31, December 31, 1995 1994 (unaudited) (NOTE 1) ASSETS Current Assets: Cash and marketable securities $15,749 $ 1,978 Accounts receivable, net 208,329 193,364 Inventories: Finished goods 88,050 71,293 Work in process 33,519 33,668 Raw material and supplies 45,078 37,429 Total inventories 166,647 142,390 Prepaid expenses and other current assets 46,530 50,955 Total current assets 437,255 388,687 Property, plant and equipment, net of depreciation of $163,966 and $148,596 respectively 279,208 273,076 Other assets 30,965 30,523 Excess of cost over net assets of acquired companies, net 437,684 442,655 Total assets $1,185,112 $1,134,941 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable and current portion of long-term debt $65,162 $ 68,771 Accounts payable 107,209 94,609 Accrued expenses 235,627 232,855 Total current liabilities 407,998 396,235 Other liabilities 157,486 146,091 Long-term debt 116,566 116,515 Stockholders' equity: Common stock - $.01 par value 633 632 Additional paid-in capital 313,966 311,648 Retained earnings 221,399 200,719 Cumulative foreign translation adjustment 4,553 590 Treasury stock (37,489) (37,489) Total stockholders' equity 503,062 476,100 Total liabilities and stockholders' equity $1,185,112 $1,134,941 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 1, 1995 1994 Net revenues $376,504 $289,153 Operating costs and expenses: Cost of sales 274,275 213,454 Selling, general and administrative expenses 59,296 46,222 Goodwill and other amortization 3,431 2,421 Total operating costs and expenses 337,002 262,097 Operating profit 39,502 27,056 Interest expense 3,174 2,432 Earnings before income taxes 36,328 24,624 Income taxes 14,480 10,096 Net earnings $21,848 $14,528 Per share $ .37 $ .25 Average common stock and common equivalent shares outstanding 59,771,541 58,142,410 See notes to consolidated condensed financial statements. DANAHER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (000's omitted) (unaudited) March 31, April 1, 1995 1994 Cash flows from operating activities: Net earnings $21,848 $14,528 Noncash items, depreciation and amortization 17,341 10,628 Increase in accounts receivable (14,215) (13,468) Increase in inventories (23,262) (16,467) Increase in accounts payable 12,160 4,895 Change in other assets and liabilities 18,150 10,010 Total operating cash flows 32,022 10,126 Cash flows from investing activities: Payments for additions to property, plant, and equipment, net (16,652) (10,347) Cash paid for acquisition - (4,580) Net cash used in investing activities (16,652) (14,927) Cash flows from financing activities: Proceeds from issuance of common stock 2,319 377 Dividends paid (1,168) (855) Borrowings (repayment) of debt (3,558) 9,675 Net cash provided (used) by financing activities (2,407) 9,197 Effect of exchange rate changes on cash 808 213 Net change in cash and equivalents 13,771 4,609 Beginning balance of cash equivalents 1,978 6,767 Ending balance of cash equivalents $15,749 $ 11,376 Supplemental disclosures: Cash interest payments $ 309 $ 38 Cash income tax payments $ 8,157 $ 8,494 See notes to consolidated condensed financial statements. DANAHER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS March 31, 1995 (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 1994 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, 1995 and December 31, 1994, its results of operations for the three months ended March 31, 1995 and April 1, 1994, and its cash flows for the three months ended March 31, 1995 and April 1, 1994. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net Revenues for the first quarter of 1995 of $376.5 million were 30.2% higher than the 1994 quarter. Revenues were higher in all business segments. This increase is principally the result of higher demand for the Company's products within the markets currently served along with acquisitions made in the fourth quarter of 1994 which accounted for approximately 16% of the increase. Gross profit margin for the first quarter of 1995, as a percentage of sales, was 27.2% which represents a 1.0 percentage point increase from 1994 levels. This results principally from the contribution of higher sales given the fixed nature of certain costs coupled with productivity improvements. Selling, general and administrative expenses for the 1995 first quarter were 28% higher than in 1994 because of higher sales levels. As a percentage of sales, these costs decreased to 15.7% from 16.0% in 1994, as a result of cost reduction steps taken in earlier periods and the fixed nature of certain costs. Interest expense of $3,174,000 in 1995 was 31% higher than the corresponding 1994 period. Total debt levels were higher in 1995, reflecting the acquisitions made in the fourth quarter of 1994. The 1995 effective tax rate of 40% is 1% lower than the 1994 effective rate, reflecting the lesser impact of nondeductible goodwill amortization given higher pretax earnings. Liquidity and Capital Resources During the first quarter of 1995, the Company experienced increases in accounts receivable, inventory, and accounts payable. This is principally due to the lower activity levels experienced in the last weeks of the 1994 year due to the holiday season. Total debt under the Company's borrowing facilities decreased to $181.7 at March 31, 1995, compared to $185.3 at December 27, 1994, due to earnings for the quarter offset somewhat by the seasonal working capital increase discussed above. The Company declared a regular quarterly dividend of $.02 per share payable on April 28, 1995, to holders of record on March 27, 1995. 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 and scheduled debt repayments. PART II - OTHER INFORMATION 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: April 20, 1995 By: /s/ Patrick W. Allender Patrick W. Allender Chief Financial Officer Date: April 20, 1995 By: /s/ C. Scott Brannan C. Scott Brannan Controller -----END PRIVACY-ENHANCED MESSAGE-----