-----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, VNH9pglUIAcsJ+ifCbwn8jJEVYPILzJBbhp1fuV8+JDeg6BrIOlh7TcSUI7+xSXI 6SAvW4Q4opBzCFdHCIw5JA== 0000928385-03-000158.txt : 20030130 0000928385-03-000158.hdr.sgml : 20030130 20030129212645 ACCESSION NUMBER: 0000928385-03-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030130 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 03530826 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 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2003 DANAHER CORPORATION (Exact name of registrant as specified in charter) - ---------------------------------------- -------------------------------------- -------------------------------------- Delaware 001-08089 59-1995548 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) - ---------------------------------------- -------------------------------------- --------------------------------------
2099 Pennsylvania Avenue, N.W. Washington, D.C. 20006-1813 (Address of Principal Executive Offices and Zip Code) (202) 828-0850 (Registrant's telephone Number, including area code) Not applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits - The following exhibit is provided as part of the information furnished under Item 9 of this Current Report on Form 8-K: Exhibit No. Description - ----------- ----------- 99.1 Press release -- "Danaher Corporation Reports Record Fourth Quarter and 2002 Results" ITEM 9. REGULATION FD DISCLOSURE. On January 30, 2003, Danaher Corporation issued a press release announcing earnings for the quarter and year ended December 31, 2002. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. SIGNATURE 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 hereunto duly authorized. DANAHER CORPORATION By: /s/ Patrick W. Allender -------------------------------------- Name: Patrick W. Allender Title: Executive Vice President, Chief Financial Officer and Secretary Dated: January 30, 2003 Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release -- "Danaher Corporation Reports Record Fourth Quarter and 2002 Results" EX-99.1 3 dex991.txt EXHIBIT 99.1 Exhibit 99.1 DANAHER CORPORATION 2099 PENNSYLVANIA AVENUE, N.W. 12TH FLOOR WASHINGTON, D.C. 20016 TELEPHONE (202)-828-0850 FAX (202)-828-0860 FOR IMMEDIATE RELEASE CONTACT: Patrick Allender Chief Financial Officer (202) 828-0850 DANAHER CORPORATION REPORTS RECORD FOURTH QUARTER AND 2002 RESULTS - -------------------------------------------------------------------------------- WASHINGTON, D.C., January 30, 2003 -- Danaher Corporation (NYSE:DHR) announced today results for the fourth quarter and year ended December 31, 2002. Net earnings for the fourth quarter of 2002, excluding the effect of unusual items, were $124.4 million, or $0.79 per diluted share, a 27% increase over 2001. Excluding the effect of unusual items, net earnings for the 2001 fourth quarter were $92.3 million, or $0.62 per diluted share. Net earnings for the fourth quarter of 2002 including the impact of all unusual items were $161.7 million, or $1.03 per diluted share, compared with $33.1 million, or $0.23 per diluted share for the fourth quarter of 2001. As indicated in the reconciliation presented below, the unusual items affecting the fourth quarter of 2002 include benefits resulting from unused reserves associated with the restructuring program announced in the fourth quarter of 2001, a lower effective income tax rate and the reduction of income tax reserves related to a previously discontinued operation. The unusual items affecting the fourth quarter 2001 net earnings included the costs associated with the restructuring program announced in the quarter as well as the effect of goodwill amortization which was required prior to the Company's adoption of Statement of Financial Accounting Standard No. 142 (SFAS 142) as of January 1, 2002. Sales for the 2002 fourth quarter were $1,275.0 million compared to $918.9 million for the fourth quarter of 2001, an increase of 39%. For the full year 2002, net earnings excluding the effect of unusual items were $426.1 million, or $2.74 per diluted share. Excluding the effect of unusual items, earnings for the full year 2001 were $396.1 million, or $2.66 per diluted share. Net earnings for 2002 including the effect of all unusual items were $290.4 million, or $1.88 per diluted share (which includes a charge of $1.10 per share related to a change in accounting), compared with $297.7 million, or $2.01 per diluted share for the fourth quarter of 2001. Consistent with the fourth quarter, the unusual items impacting the full year 2002 included benefits resulting from unused reserves associated with the restructuring program announced in the fourth quarter of 2001, the reduction of income tax reserves related to a previously discontinued operation as well as gains on the sale of real estate. Net earnings for 2002 were negatively impacted by a goodwill impairment charge totaling $173.8 million ($1.10 per diluted share) related to the adoption of SFAS 142. The unusual items affecting the full year 2001 net earnings included the negative effects of accruing the costs associated with the restructuring program announced in 2001 as well as the impact of goodwill amortization that ceased upon the Company's adoption of SFAS 142 as of January 1, 2002. Sales for 2002 were $4.577 billion compared to $3.782 billion in 2001, an increase of 21%. H. Lawrence Culp, Jr., President and Chief Executive Officer, stated, "We are pleased to report record fourth quarter and full year results. Total sales for the quarter grew 39%, due primarily to new acquisitions, but also due to a 3.5% core volume increase. Strong gains in our process/environmental controls segment, particularly in the electronic test and motion product lines, offset a slight decline in the tools and components segment. We have again achieved record cash flow with 2002 operating cash flow totaling $710.3 million, a 17% increase over the 2001 level of $608.5 million. Although signs of a near term economic recovery are mixed, we remain optimistic regarding our ability to outperform in 2003." Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components.(www.danaher.com) ---------------
SUPPLEMENTAL INCOME STATEMENT DATA (in thousands, except per share amounts) Quarter Ended Year Ended ------------- ---------- 12/31/02 12/31/01 12/31/02 12/31/01 -------- -------- -------- -------- Net earnings before unusual items $124,443 $ 92,346 $426,061 $396,143 Gains on sale of real estate, net of tax 609 -- 3,940 -- Effect of lower tax rate on prior quarters (A) 2,520 -- -- -- After-tax impact of restructuring charge 4,140 (43,500) 4,140 (43,500) Goodwill amortization, net of tax -- (15,734) -- (54,978) Reduction of tax reserves related to previously discontinued operation 30,000 -- 30,000 -- Effect of accounting change, net of tax, SFAS 142 -- -- (173,750) -- -------- -------- -------- -------- Net earnings $161,712 $ 33,112 $290,391 $297,665 ======== ======== ======== ======== Diluted net earnings per share before unusual items $0.79 $0.62 $2.74 $2.66 Gains on sale of real estate, net of tax -- -- 0.02 -- Effect of lower tax rate on prior quarters (A) 0.02 -- -- -- After-tax impact of restructuring charge 0.03 (0.29) 0.03 (0.29) Goodwill amortization, net of tax -- (0.10) -- (0.36) Reduction of tax reserves related to previously discontinued operation 0.19 -- 0.19 -- Effect of accounting change, net of tax, SFAS 142 -- -- (1.10) -- -------- -------- -------- -------- Diluted net earnings per share $1.03 $0.23 $1.88 $2.01 ===== ===== ===== =====
(A) Represents the effect on the fourth quarter of lowering the full year effective income tax rate to 34% from 34.5% used during the first three quarters of 2002. Statements in this release, including the attachments to this release, that are not strictly historical may be forward-looking statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the company's SEC filings. # # # DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per share amounts)
Quarter Ended Year Ended --------------------- ------------------------ 12/31/02 12/31/01 12/31/02 12/31/01 ---------- -------- ---------- ----------- Net sales $1,274,978 $918,932 $4,577,232 $ 3,782,444 Cost of sales 769,435 580,699 2,791,175 2,338,027 Selling, general and administrative 305,872 209,167 1,097,365 872,680 Gains on sale of real estate (952) -- (6,157) -- Restructuring expenses (6,273) 69,726 (6,273) 69,726 ---------- -------- --------- ----------- Total operating expenses 1,068,082 859,592 3,876,110 3,280,433 ---------- -------- --------- ----------- Operating profit 206,896 59,340 701,122 502,011 Interest expense, net 11,151 6,362 43,654 25,747 ---------- -------- --------- ----------- Earnings before income taxes 195,745 52,978 657,468 476,264 Income taxes 64,033 19,866 223,327 178,599 ---------- -------- --------- ----------- Net earnings before effect of accounting change and reduction of income tax reserves 131,712 33,112 434,141 297,665 Reduction of income tax reserves related to previously discontinued operation 30,000 -- 30,000 -- Effect of accounting change, net of tax, adoption of SFAS No. 142 -- -- (173,750) -- ---------- -------- --------- ----------- Net earnings $ 161,712 $ 33,112 $ 290,391 $ 297,665 ========== ======== ========= =========== Basic net earnings per share: Net earnings before effect of accounting change and reduction of income tax reserves $0.87 $0.23 $2.89 $2.07 Add: Reduction of income tax reserves 0.20 -- 0.20 -- Less: Effect of accounting change -- -- (1.16) -- ----- ----- ----- ----- Net earnings $1.07 $0.23 $1.93 $2.07 ===== ===== ===== ===== Diluted net earnings per share: Net earnings before effect of accounting change and reduction of income tax reserves $0.84 $0.23 $2.79 $2.01 Add: Reduction of income tax reserves 0.19 -- 0.19 -- Less: Effect of accounting change -- -- (1.10) -- ----- ----- ----- ----- Net earnings $1.03 $0.23 $1.88 $2.01 ===== ===== ===== ===== Average common stock and common equivalent shares outstanding: Basic 152,607 143,794 150,224 143,630 Diluted 160,328 152,088 158,482 151,848
These statements are presented for reference only. The final audited statements will include footnotes, which should be referenced when available, to more fully understand the contents of these statements. DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
As of December 31, ASSETS 2002 2001 ---- ---- Current assets: Cash and equivalents $ 810,463 $ 706,559 Trade accounts receivable, less allowance for doubtful accounts of $64,000 and $44,000 759,028 585,318 Inventories 485,587 408,236 Prepaid expenses and other 332,188 174,502 ---------- ---------- Total current assets 2,387,266 1,874,615 Property, plant and equipment, net 597,379 533,572 Other assets 36,796 119,639 Goodwill and other intangible assets 3,007,704 2,292,657 ---------- ---------- $6,029,145 $4,820,483 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current portion of long-term debt $ 112,542 $ 72,356 Trade accounts payable 366,587 235,501 Accrued expenses 786,183 709,437 ---------- ---------- Total current liabilities 1,265,312 1,017,294 Other liabilities 556,812 455,270 Long-term debt 1,197,422 1,119,333 Stockholders' equity: Common stock, one cent par value; 500,000 shares authorized; 166,545 and 157,327 issued; 152,532 and 143,314 outstanding 1,665 1,573 Additional paid-in capital 915,562 375,279 Accumulated other comprehensive income (105,973) (69,736) Retained earnings 2,198,345 1,921,470 ---------- ---------- Total stockholders' equity 3,009,599 2,228,586 ---------- ---------- $6,029,145 $4,820,483 ========== ==========
These statements are presented for reference only. The final audited statements will include footnotes, which should be referenced when available, to more fully understand the contents of these statements. DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Year Ended 12/31/02 12/31/01 12/31/00 -------- -------- -------- Cash flows from operating activities: Net earnings $ 290,391 $ 297,665 $ 324,213 Reduction of income tax reserves (30,000) -- -- Effect of change in accounting principle 173,750 -- -- ---------- --------- --------- 434,141 297,665 324,213 Depreciation and amortization 129,565 178,390 149,721 Change in trade accounts receivable 59,030 142,308 (15,926) Change in inventories 77,544 66,833 (38,451) Change in accounts payable 54,008 (38,138) (81) Change in prepaid expenses and other assets (71,536) (62,641) (78,599) Change in accrued expenses and other liabilities 27,595 24,054 171,368 ---------- --------- --------- Total operating cash flows 710,347 608,471 512,245 Cash flows from investing activities: Payments for additions to property, plant and equipment (65,430) (84,457) (103,718) Proceeds from disposals of property, plant and equipment 26,466 3,872 15,215 Cash paid for acquisitions (1,158,129) (439,814) (708,594) Proceeds from divestitures 52,562 32,826 1,800 ---------- --------- --------- Net cash used in investing activities (1,144,531) (487,573) (795,297) Cash flows from financing activities: Proceeds from issuance of common stock 512,105 28,169 26,580 Dividends paid (13,516) (11,676) (10,015) Proceeds from debt borrowings 37,528 517,564 340,409 Debt repayments (19,820) (107,048) (74,319) Purchase of treasury stock -- (17,299) (82,174) ---------- --------- --------- Net cash provided by financing activities 516,297 409,710 200,481 Effect of exchange rate changes on cash 2,791 (973) (786) ---------- --------- --------- Net change in cash and equivalents 103,904 529,635 (83,357) Beginning balance of cash and equivalents 706,559 176,924 260,281 ---------- --------- --------- Ending balance of cash and equivalents $ 810,463 $ 706,559 $ 176,924 ========== ========= =========
These statements are presented for reference only. The final audited statements will include footnotes, which should be referenced when available, to more fully understand the contents of these statements. DANAHER CORPORATION AND SUBSIDIARIES SUPPLEMENTAL SEGMENT INFORMATION Year Ended December 31, 2002 (in thousands)
1Q 2Q 3Q 4Q Full Year -- -- -- -- --------- Sales: Process/Environmental Controls $ 734,229 $ 843,527 $ 840,222 $ 967,176 $3,385,154 Tools and Components 269,978 302,799 311,499 307,802 1,192,078 ---------- ---------- ---------- ---------- ---------- Total $1,004,207 $1,146,326 $1,151,721 $1,274,978 $4,577,232 ========== ========== ========== ========== ========== Operating Margins before Restructuring Impact: Process/Environmental Controls $ 107,444 $ 130,228 $ 139,932 $ 158,148 $ 535,752 Tools and Components 34,780 45,453 51,723 47,835 179,791 Other (5,003) (6,106) (4,225) (5,360) (20,694) ---------- ---------- ---------- ---------- ---------- Total $ 137,221 $ 169,575 $ 187,430 $ 200,623 $ 694,849 ========== ========== ========== ========== ========== Process/Environmental Controls 14.6% 15.4% 16.7% 16.4% 15.8% Tool and Components 12.9% 15.0% 16.6% 15.5% 15.1% Total 13.7% 14.8% 16.3% 15.7% 15.2% Operating Margins after Restructuring Impact: Process/Environmental Controls $ 107,444 $ 130,228 $ 139,932 $ 162,853 $ 540,457 Tools and Components 34,780 45,453 51,723 49,403 181,359 Other (5,003) (6,106) (4,225) (5,360) (20,694) ---------- ---------- ---------- ---------- ---------- Total $ 137,221 $ 169,575 $ 187,430 $ 206,896 $ 701,122 ========== ========== ========== ========== ========== Process/Environmental Controls 14.6% 15.4% 16.7% 16.8% 16.0% Tools and Components 12.9% 15.0% 16.6% 16.1% 15.2% Total 13.7% 14.8% 16.3% 16.2% 15.3%
This information is presented for reference only. Final audited financial statements will include footnotes, which should be referenced when available, to more fully understand the contents of this information. -----END PRIVACY-ENHANCED MESSAGE-----