-----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, BpiAQxPHw5gPjJKFtr4v9VTyBikluWAvW/mjOHKZPdoOLc22ipaem7j/zmGpOMLA nZuH4gQFbjLi7jywoWbjTA== 0000313616-96-000003.txt : 19960419 0000313616-96-000003.hdr.sgml : 19960419 ACCESSION NUMBER: 0000313616-96-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960329 FILED AS OF DATE: 19960418 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: 96548163 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 29, 1996 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 17, 1996 was 58,140,968. DANAHER CORPORATION INDEX FORM 10-Q PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Condensed Balance Sheets at March 29, 1996 and December 31, 1995 1 Consolidated Condensed Statements of Earnings for the three months ended March 29, 1996 and March 31, 1995 2 Consolidated Condensed Statements of Cash Flow for the three months ended March 29, 1996 and March 31, 1995 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 (27) Financial Data Schedules DANAHER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (000's omitted) March 29, December 31, 1996 1995 (unaudited ) (NOTE 1) ASSETS Current Assets: Cash and equivalents $ 15,867 $ 7,938 Accounts receivable, net 250,398 224,652 Inventories: Finished goods 98,672 89,932 Work in process 47,415 51,904 Raw material and supplies 60,686 60,054 Total inventories 206,773 201,890 Prepaid expenses and other current assets 36,981 31,990 Total current assets 510,019 466,470 Property, plant and equipment, net of depreciation of $183,928 and $168,566, respectively 293,438 291,937 Other assets 83,594 119,444 Excess of cost over net assets of acquired companies, net 616,429 608,140 Total assets $ 1,503,480 $1,485,991 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable and current portion of long-term debt $ 50,065 $ 14,970 Accounts payable 96,757 92,290 Accrued expenses 347,931 296,878 Total current liabilities 494,753 404,138 Other liabilities 227,269 226,925 Long-term debt 101,680 268,617 Stockholders' equity: Common stock - $.01 par value 634 634 Additional paid-in capital 315,931 315,205 Retained earnings 409,939 304,363 Cumulative foreign translation adjustment 2,873 3,598 Treasury stock (49,599) (37,489) Total stockholders' equity 679,778 586,311 Total liabilities and stockholders' equity $1,503,480 $ 1,485,991 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 29, March 31, 1996 1995 Net sales $ 409,557 $ 335,982 Cost of sales 285,264 239,275 Selling, general and administrative expenses 72,872 56,532 Goodwill and other amortization 4,293 3,337 Total operating expenses 362,429 299,144 Operating profit 47,128 36,838 Interest expense, net 2,983 1,224 Earnings from continuing operations before income taxes 44,145 35,614 Income taxes 17,217 14,202 Earnings from continuing operations 26,928 21,412 Earnings from discontinued operations, net of income taxes of $-0- and $279 79,811 436 Net earnings $ 106,739$ 21,848 Per share: Continuing operations $ .45 $ .36 Discontinued operations 1.34 .01 Net earnings $ 1.79 $ .37 Average common stock and common equivalent shares outstanding 59,680,406 59,771,541 See notes to consolidated condensed financial statements. DANAHER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (000's omitted) (unaudited) Three Months Ended March 29, March 31, 1996 1995 Cash flows from operating activities: Net earnings from operations $26,928 $21,848 Noncash items, depreciation and amortization 16,818 17,341 Increase in accounts receivable (22,075) (14,215) Increase in inventories (785) (23,262) Increase in accounts payable 4,071 12,160 Change in other assets and liabilities 9,566 18,150 Total operating cash flows 34,523 32,022 Cash flows from investing activities: Sale of Fayette Tubular Products 155,000 - Payments for additions to property, plant, and equipment, net (12,107) (16,652) Cash paid for acquisitions (25,073) - Net cash provided by (used in) investing activities 117,820 (16,652) Cash flows from financing activities: Acquisition of treasury stock (12,110) - Proceeds from issuance of common stock 726 2,319 Dividends paid (1,163) (1,168) Repayment of debt (131,842) (3,558) Net cash used in financing activities (144,389) (2,407) Effect of exchange rate changes on cash (25) 808 Net change in cash and equivalents 7,929 13,771 Beginning balance of cash equivalents 7,938 1,978 Ending balance of cash equivalents $ 15,867 $15,749 Supplemental disclosures: Cash interest payments $ 1,551 $ 309 Cash income tax payments $ 16,180 $ 8,157 See notes to consolidated condensed financial statements. DANAHER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS March 29, 1996 (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 1995 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 29, 1996 and December 31, 1995, its results of operations for the three months ended March 29, 1996 and March 31, 1995, and its cash flows for the three months ended March 29, 1996 and March 31, 1995. NOTE 2. ACQUISITION OF JOSLYN CORPORATION The Company obtained control of Joslyn Corporation (Joslyn) as of September 1, 1995 when Joslyn's shareholders tendered approximately 75% of the outstanding shares to Danaher for $34 per share in cash. The remaining 25% was acquired on October 31, 1995. Total consideration for Joslyn was approximately $245 million. The fair value of assets acquired was approximately $345 million and approximately $100 million of liabilities was assumed. The transaction is being accounted for as a purchase. The purchase price allocations have been completed on a preliminary basis, subject to adjustment should new or additional facts about the business become known. The unaudited pro forma information for the period set forth below gives effect to the transaction as if it had occurred at the beginning of each period. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Amounts for 1994 include Joslyn's $35 million ($21 million after tax benefit or $0.36 per share) provision for environmental remediation associated with sites previously owned by Joslyn (unaudited, 000's omitted): Year Ended Year Ended Quarter Ended December 31, December 31, March 31, 1994 1995 1995 Net Sales $ 1,330,150 $1,640,554 $ 392,505 Net Earnings 59,696 109,919 20,106 Earnings per Share $1.02 $1.84 $ .34 NOTE 3. DISCONTINUED OPERATIONS In January, 1996, the Company sold its Fayette Tubular Products (Fayette) subsidiary for $155 million in cash. A gain of $79.8 million was recognized in the first quarter of 1996. As the Company no longer operates in the Transportation business segment, amounts for 1995 have been restated to reflect Fayette as a discontinued operation. NOTE 4. TENDER OFFER FOR ACME-CLEVELAND CORPORATION On March 7, 1996, the Company proposed to acquire all outstanding shares of Acme-Cleveland Corporation (NYSE:AMT) for approximately $180 million in a merger transaction whereby Acme- Cleveland shareholders would receive $27 per share in cash. If the merger is completed, which remains uncertain as of the date of this quarterly report, the Acme-Cleveland businesses would be an addition to the Company's Process/Environmental Controls business segment. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net Sales for the first quarter of 1996 of $409.6 million were 22% higher than the 1995 quarter. Sales were higher in both business segments. Of this increase, acquisitions accounted for approximately 19% and companies included in both periods accounted for 3%. Increases in the volume of shipments in all business segments provided this growth. Gross profit margin for the first quarter of 1996, as a percentage of sales, was 30.3% which represents a 1.6 percentage point increase from 1995 levels. This results both from the effect of the acquired companies which provide a higher gross margin and productivity improvements within the existing business units. Selling, general and administrative expenses for the 1996 first quarter were 29% higher than in 1995 because of higher sales levels. As a percentage of sales, these costs increased to 17.8% from 16.8% in 1995, as a result of the acquired businesses which have a higher overall selling expense structure than the existing business units. Interest expense of $2,983,000 in 1996 was higher than the corresponding 1995 period. Total debt levels were higher in 1996, reflecting the acquisitions made in 1995. The 1996 effective tax rate of 39.0% is lower than the 1995 effective rate, reflecting the lesser impact of nondeductible goodwill amortization given higher pretax earnings and a lower income tax expense for certain foreign operations. Liquidity and Capital Resources During the first quarter of 1996, 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 1995 year due to the holiday season. Total debt under the Company's borrowing facilities decreased to $151.7 million at March 29, 1996, compared to $283.6 million at December 31, 1995, due to the proceeds from the sale of Fayette along with 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 26, 1996, to holders of record on March 22, 1996. 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 the Acme-Cleveland acquisition, 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 18, 1996 By: /s/ Patrick W. Allender Patrick W. Allender Chief Financial Officer Date: April 18, 1996 By: /s/ C. Scott Brannan C. Scott Brannan Controller EX-27 2
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