-----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, NekieLrNKYx5IuC7WEB6VisFJZ7xdj87Dlvnt4bGeZiDmP2QoyXQJraw2PSD16Sz D9q5hrnShRVqip+se8aNpQ== /in/edgar/work/20000720/0000928385-00-001950/0000928385-00-001950.txt : 20000920 0000928385-00-001950.hdr.sgml : 20000920 ACCESSION NUMBER: 0000928385-00-001950 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: [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: 675647 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 0001.txt QUARTERLY REPORT 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 30, 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 July 20, 2000 was 141,758,035. DANAHER CORPORATION ------------------- INDEX FORM 10-Q PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Condensed Balance Sheets at June 30, 2000 and December 31, 1999 3 Consolidated Condensed Statements of Earnings for the three months and six months ended June 30, 2000 and July 2, 1999 4 Consolidated Condensed Statements of Cash Flow for the six months ended June 30, 2000 and July 2, 1999 5 Notes to Consolidated Condensed Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 PART II - OTHER INFORMATION Item 6. (a) Exhibits: 8-9 (b) Reports on Form 8-K: None DANAHER CORPORATION ------------------- CONSOLIDATED CONDENSED BALANCE SHEETS ------------------------------------- (000's omitted) ---------------
June 30, December 31, 2000 1999 ----------- ------------ (unaudited) (Note 1) ASSETS ------ Current Assets: Cash and cash equivalents $ 183,713 $ 260,281 Accounts receivable, net 624,709 544,738 Inventories: Finished goods 171,696 128,134 Work in process 87,738 67,437 Raw material and supplies 181,515 129,102 ---------- ---------- Total inventories 440,949 324,673 Prepaid expenses and other current assets 68,761 72,425 ---------- ---------- Total current assets 1,318,132 1,202,117 Property, plant and equipment, net of accumulated depreciation of $596,226 and $552,724 respectively 563,232 500,189 Other assets 100,705 52,476 Excess of cost over net assets of acquired companies, net 1,727,981 1,292,289 ---------- ---------- Total assets $3,710,050 $3,047,071 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------- Current Liabilities: Notes payable and current portion of long-term debt $ 52,670 $ 33,597 Accounts payable 247,177 213,209 Accrued expenses 654,870 461,980 ---------- ---------- Total current liabilities 954,717 708,786 Other liabilities 310,357 288,494 Long-term debt 675,500 341,037 Stockholders' equity: Common stock-$.01 par value 1,552 1,540 Additional paid-in capital 349,958 420,036 Retained earnings 1,469,824 1,321,283 Accumulated other comprehensive income (51,858) (34,105) ---------- ---------- Total stockholders' equity 1,769,476 1,708,754 ---------- ---------- Total liabilities and stockholders' equity $3,710,050 $3,047,071 ========== ==========
See notes to consolidated condensed financial statements. 1 DANAHER CORPORATION ------------------- CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS --------------------------------------------- (000's omitted except per share amounts) (unaudited)
Quarter Ended Six Months Ended June 30, July 2, June 30, July 2, 2000 1999 2000 1999 -------- -------- ---------- ---------- Net sales $890,775 $774,133 $1,758,622 $1,567,177 Operating costs and expenses: Cost of sales 541,185 472,203 1,079,143 969,763 Selling, general and administrative expenses 202,136 179,159 404,622 362,765 Goodwill and other amortization 10,789 8,914 20,563 18,111 -------- -------- ---------- ---------- Total operating costs and expenses 754,110 660,276 1,504,328 1,350,639 -------- -------- ---------- ---------- Operating profit 136,665 113,857 254,294 216,538 Interest expense, net 5,591 5,965 7,804 12,513 -------- -------- ---------- ---------- Earnings before income taxes 131,074 107,892 246,490 204,025 Income taxes 49,807 41,539 93,666 78,550 -------- -------- ---------- ---------- Net Earnings $ 81,267 $ 66,353 $ 152,824 $ 125,475 ======== ======== ========== ========== Basic earnings per share $.57 $.47 $1.07 $.89 ======== ======== ========== ========== Average shares outstanding 142,246 141,083 142,498 140,938 ======== ======== ========== ========== Diluted earnings per share $.56 $.46 $1.05 $.86 ======== ======== ========== ========== Average common stock and equivalent shares outstanding 145,243 145,682 145,306 145,385 ======== ======== ========== ==========
See notes to consolidated condensed financial statements. 2 DANAHER CORPORATION ------------------- CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW ---------------------------------------------- (000's omitted) (unaudited)
Six Months Ended June 30, July 2, 2000 1999 --------- -------- Cash flows from operating activities: Net earnings from operations $ 152,824 $125,475 Noncash items, depreciation and amortization 69,847 64,353 Change in accounts receivable 27,553 26,226 Change in inventories (48,587) (9,020) Change in accounts payable (943) 23,022 Change in other assets and liabilities 84,382 (30,779) --------- -------- Total operating cash flows 285,076 199,277 --------- -------- Cash flows from investing activities: Payments for additions to property, plant, and equipment, net (39,809) (38,998) Cash paid for acquisitions (445,803) -- --------- -------- Net cash used in investing activities (485,612) (38,998) --------- -------- Cash flows from financing activities: Proceeds from issuance of common stock 12,108 13,125 Borrowing (repayments) of debt 199,070 (73,665) Payment of dividends (4,283) (5,310) Purchase of commom stock (82,174) -- --------- -------- Net cash used in financing activities 124,721 (65,850) --------- -------- Effect of exchange rate changes on cash (753) (1,772) --------- -------- Net change in cash and cash equivalents (76,568) 92,657 Beginning balance of cash and cash equivalents 260,281 47,798 --------- -------- Ending balance of cash and cash equivalents $ 183,713 $140,455 ========= ======== Supplemental disclosures: Cash interest payments $ 7,118 $ 12,432 ========= ======== Cash income tax payments $ 17,627 $ 69,327 ========= ========
See notes to consolidated condensed financial statements. 3 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 June 30, 2000 and December 31, 1999, its results of operations for the three months and six months ended June 30, 2000 and July 2, 1999, and its cash flows for the six months ended June 30, 2000 and July 2, 1999. Total comprehensive income was as follows:
2000 1999 ------ ------ (millions) Quarter $ 71.4 $56.5 Six Months $135.1 $96.0
Total comprehensive income for all periods represents net income and the change in cumulative foreign translation adjustment. 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 2000 are shown below:
Sales ----------- Second Quarter Six Months 2000 1999 2000 1999 -------- -------- ---------- ---------- Process/Environmental Controls $550,277 $442,945 $1,070,725 $ 914,143 Tools and Components 340,498 331,188 687,897 653,034 -------- -------- ---------- ---------- $890,775 $774,133 $1,758,622 $1,567,177 ======== ======== ========== ========== Operating Profit ---------------- Second Quarter Six Months 2000 1999 2000 1999 -------- -------- ---------- ---------- Process/Environmental Controls $ 90,815 $ 70,253 $ 172,474 $ 141,744 Tools and Components 50,550 48,045 90,770 83,335 Other (4,700) (4,441) (8,950) (8,541) -------- -------- ---------- ---------- $136,665 $113,857 $ 254,294 $ 216,538 ======== ======== ========== ==========
4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------- --------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- Results of Operations - --------------------- Net sales for the 2000 quarter were 15.1% higher than the 1999 quarter. Net sales for the six-month period were 12.2% higher than the corresponding period in 1999. Acquisitions accounted for 8% and 5.5% of the second quarter and six month sales growth, respectively. Comparable companies grew approximately 7% for both the quarter and six month period, led by strong volume gains in the Electronic Test, Motion, Power Quality, and Hand Tools businesses. Gross profit margin in 2000, as a percentage of sales, was approximately 39.3% for the quarter and 38.6% for the six-month period, an increase of 0.3 and 0.5 percentage points from 1999 levels, respectively. This increase was attributable primarily to the leverage of higher shipment volumes spread over the fixed cost base and productivity improvements in both business segments, slightly offset by lower gross margins of businesses acquired during 2000. Selling, general and administrative expenses for the 2000 quarter and six month period increased $23 million and $42 million, respectively, reflecting the impact of recently acquired companies, increased variable spending generated by higher sales volumes, and increased spending in organizational development and electronic commerce activities. These expenses, as a percentage of sales, fell 0.4 points, driven by the leverage of a larger revenue base spread over fixed costs, and the impact of recently acquired companies. Interest expense was 6.3% and 37.6% lower than the 1999 quarter and six month period, respectively. Lower average debt levels resulting from strong operating cash flows, and the retirement of a portion of higher fixed rate borrowings, have driven these reductions. The effective tax rate of 38.0% for the second quarter 5 and the six-month period in 2000, 0.5 percentage points lower than the respective periods in the prior year, is mainly due to a higher proportion of foreign earnings. Liquidity and Capital Resources - ------------------------------- Operating cash flow for the six months ended June 30, 2000 was $85.8 million higher than in 1999, resulting from improved earnings, improved accounts receivable management, and increased deferred tax liabilities. Total debt increased to $728.2 million at June 30, 2000, compared to $374.6 million at December 31, 1999. This increase relates principally to new borrowings incurred to finance acquisitions. In the first quarter of 2000, the Company repurchased $82 million of the Company's common stock and acquired American Precision Industries, Inc. for a cash price of approximately $250 million, including assumption of debt. On June 20, 2000, the Company acquired Kollmorgen Corporation for a cash price of $23 per share, or approximately $325 million, including the assumption of debt. Subsequent to the end of the second quarter of 2000, on July 3, 2000, the Company purchased the motion control businesses of Warner Electric for $144 million in cash. The debt reflected on the June 30, 2000 balance sheet includes borrowings incurred in anticipation of funding the Warner Electric acquisition. The cash and cash equivalents of $183.7 million on the June 30, 2000 balance sheet were invested in highly liquid investment grade short term instruments. A regular quarterly dividend of $.015 per share was declared, payable on July 31, 2000 to holders of record on June 30, 2000. 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: None 6 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 20, 2000 By: /s/ Patrick W. Allender ------------- ----------------------- Patrick W. Allender Chief Financial Officer Date: July 20, 2000 By: /s/ Christopher C. McMahon ------------- -------------------------- Christopher C. McMahon Controller 7 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 1000 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 183,713 0 643,209 18,500 440,949 1,318,132 1,159,458 596,226 3,710,050 954,717 0 0 0 1,552 1,767,924 3,710,050 890,775 890,775 541,185 754,110 0 0 5,591 131,074 49,807 81,267 0 0 0 81,267 .57 .56
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