-----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, BeoqpB/vTKX5L/IhgYGfwJgKjeRETlVnw/fzmwcQKOXWmmQxQmNjWYafcOM6cB1N F+flPF8escMOrdxxdyYcOA== 0000313616-96-000011.txt : 19960719 0000313616-96-000011.hdr.sgml : 19960719 ACCESSION NUMBER: 0000313616-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960628 FILED AS OF DATE: 19960718 SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 96596074 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 June 28, 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 July 17, 1996 was 58,407,522. DANAHER CORPORATION INDEX FORM 10-Q PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Condensed Balance Sheets at June 28, 1996 and December 31, 1995 3 Consolidated Condensed Statements of Earnings for the three months and six months ended June 28, 1996 and June 30, 1995 4 Consolidated Condensed Statements of Cash Flow for the six months ended June 28, 1996 and June 30, 1995 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION Item 6. (a) Exhibits: 8 (27) Financial Data Schedules (b) Reports on Form 8-K:4/23/96, 4/25/96, 7/3/96 DANAHER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (000's omitted) June 28, 1996 (unaudited) December 31, 1995 ASSETS Current Assets: Cash and cash equivalents Accounts receivable, net Inventories: Finished goods Work in process Raw material and supplies Total inventories Prepaid expenses and other current assets Total current assets Property, plant and equipment, net of depreciation of $196,145 and $168,566, respectively Other assets Excess of cost over net assets of acquired companies, net Total assets $ 9,169 262,176 98,825 43,041 57,677 199,543 43,194 514,082 290,653 90,666 626,080 $ 1,521,481 $ 7,938 224,652 89,932 51,904 60,054 201,890 31,990 466,470 291,937 119,444 608,140 $ 1,485,991 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable and current portion of long-term debt Accounts payable Accrued expenses Total current liabilities Other liabilities Long-term debt Stockholders' equity: Common stock - $.01 par value Additional paid-in capital Retained earnings Cumulative foreign translation adjustment Treasury Stock Total stockholders' equity Total liabilities and stockholders' equity $ 15,219 102,178 355,905 473,302 204,439 124,970 637 325,555 441,304 873 (49,599) 718,770 $ 1,521,481 $ 14,970 92,290 296,878 404,138 226,925 268,617 634 315,205 304,363 3,598 (37,489) 586,311 $ 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) Quarter Ended Six Months Ended June 28, 1996 June 30, 1995 June 28, 1996 June 30, 1995 Net revenues Operating costs and expenses: Cost of sales Selling, general and administrative expenses Goodwill and other amortization Total operating costs and expenses Operating profit Interest expense, net Earnings from continuing operations before income taxes Income taxes Earnings from continuing operations Earnings from discontinued operations, net of taxes of $ -0-, $371, $ -0-, and $650 Net Earnings Per Share: From continuing operations From discontinued operations Net earnings Average common stock and equivalent shares outstanding $ 434,897 296,909 76,934 4,752 378,595 56,302 2,981 53,321 20,796 $ 32,525 - $ 32,525 $ .54 - $ .54 59,932,305 $ 351,891 243,924 58,942 3,316 306,182 45,709 1,292 44,417 17,777 $ 26,640 580 $ 27,220 $ .44 .01 $ .45 59,854,847 $ 844,454 582,173 149,806 9,045 741,024 103,430 5,964 97,466 38,013 $ 59,453 79,811 $ 139,264 $ .99 1.34 $ 2.33 59,806,356 $ 687,873 483,199 115,474 6,653 605,326 82,547 2,516 80,031 31,979 $ 48,052 1,016 $ 49,068 $ .80 .02 $ .82 59,813,194 See notes to consolidated condensed financial statements. DANAHER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (000's omitted) (unaudited) Six Months Ended June 28, 1996 June 30, 1995 Cash flows from operating activities: Net earnings from operations Noncash items, depreciation and amortization Increase in accounts receivable (Increase) decrease in inventories Increase in accounts payable Change in other assets and liabilities Total operating cash flows Cash flows from investing activities: Sale of Fayette Tubular Products Payments for additions to property, plant, and equipment, net Cash paid for acquisitions Net cash provided by (used in) investing activities Cash flows from financing activities: Acquisition of treasury stock Proceeds from issuance of common stock Borrowings (repayments) of debt Payment of dividends Net cash provided by (used in) financing activities Effect of exchange rate changes on cash Net change in cash and cash equivalents Beginning balance of cash and cash equivalents Ending balance of cash and cash equivalents Supplemental disclosures: Cash interest payments Cash income tax payments $ 59,453 33,033 (31,382) 7,199 8,847 (14,542) 62,608 155,000 (21,130) (37,701) 96,169 (12,110) 1,470 (144,545) (2,333) (157,518) (28) 1,231 7,938 $ 9,169 $ 6,631 $ 47,546 $ 49,068 33,989 (37,629) (35,411) 9,601 8,717 28,335 -- (30,086) -- (30,086) -- 2,918 19,175 (2,334) 19,759 588 18,596 1,978 $ 20,574 $ 6,235 $ 38,120 See notes to consolidated condensed financial statements. DANAHER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS June 28, 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 June 28, 1996 and December 31, 1995, its results of operations for the three months and six months ended June 28, 1996 and June 30, 1995, and its cash flows for the six months ended June 28, 1996 and June 30, 1995. NOTE 2. ACQUISITIONS OF JOSLYN CORPORATION AND ACME-CLEVELAND 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 is approximately $345 million and approximately $100 million of liabilities were assumed. The transaction was 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 Company obtained control of Acme-Cleveland Corporation (Acme) as of July 2, 1996. Total consideration for Acme was approximately $200 million. The fair value of assets acquired is approximately $240 million and approximately $40 million of liabilities were assumed. The transaction is being accounted for as a purchase and hence is not included in the financial statements as of June 28, 1996. The unaudited pro forma information for the period set forth below give effect to the transactions as if they had occurred at the beginning of each period. The pro forma information is presented for information 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 (unaudited, 000's omitted): Year Ended Six Months Ended Six Months Ended December 31, June 30, June 28, 1995 1995 1996 Net Sales $ 1,767,154 $ 865,513 $ 918,276 Net Earnings 111,838 48,439 60,691 Earnings per $ 1.87 $ .81 $ 1.01 Share NOTE 3. DISCONTINUED OPERATIONS In January, 1996, the Company sold its Fayette Tubular Products subsidiary for $155 million 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. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the 1996 quarter were 24% higher than the 1995 quarter. Net sales for the six-month period were 23% higher than the corresponding period in 1995. This is principally due to continued increases in market share in all segments, with acquisition activity accounting for approximately 21% and 20% of sales growth in the quarter and six-month periods. On a comparable company basis, North American sales were stronger, growing 6% excluding Jacobs Vehicle Equipment Company which was adversely impacted by the expected decline in the heavy duty truck market. Gross profit margin in 1996, as a percentage of sales, was approximately 31.7% for the quarter and 31.1% for the six-month period, an increase of 1.0 and 1.3 percentage points, respectively, from 1995 levels. The gross margin increase was attributable to both 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 quarter and six-month period increased in total dollars principally due to the higher volume levels. Selling, general and administrative expenses as a percentage of sales was 17.7% for the 1996 quarter and the six month period. This represents an increase of .9 percentage points from prior periods. This reflects principally the impact of the acquired businesses which have a higher overall selling expense structure than the existing business units. Interest expense for the quarter and six-month period was $2.7 million and $2.4 million higher than the 1995 levels, due to higher average debt levels, principally due to acquisitions made in 1995. The effective tax rate for both the second quarter and six-month periods is lower in 1996 than in 1995. This reflects principally 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 Since December 31, 1995, the Company has experienced increases in accounts receivable and accounts payable. This is due to the lower activity levels experienced in the last weeks of 1995 caused by the holiday season. Total debt decreased to $140.2 million at June 28, 1996, primarily as a result of the proceeds from the Fayette disposition and strong operating performance, offset by the acquisition of treasury stock, cash paid for acquisitions, and the increase in working capital discussed above. A regular quarterly dividend of $.02 share was declared, payable on July 26, 1996 to holders of record on June 27, 1996. 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, acquisitions, dividends and scheduled debt repayments. 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: 4/23/96, 4/25/96, 7/3/96 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: July 17, 1996 By: /s/ Patrick W. Allender Patrick W. Allender Chief Financial Officer Date: July 17, 1996 By: /s/ C. Scott Brannan C. Scott Brannan Controller EX-27 2
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