UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 18, 2013
Danaher Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
001-08089 | 59-1995548 | |
(Commission File Number) |
(IRS Employer Identification No.) |
2200 Pennsylvania Avenue, NW, Suite 800W, Washington, D.C. | 20037-1701 | |
(Address of Principal Executive Offices) | (Zip Code) |
202-828-0850
(Registrants Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On April 18, 2013, Danaher Corporation issued a press release announcing financial results for the three months ended March 29, 2013. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. This Current Report on Form 8-K and the press release attached hereto are being furnished by Danaher pursuant to Item 2.02 of Form 8-K.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(c) | Exhibits: |
Exhibit |
Description | |
99.1 | Press release Danaher Reports Record First Quarter 2013 Results |
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/ Daniel L. Comas | |
Name: | Daniel L. Comas | |
Title: | Executive Vice President and Chief Financial Officer |
Dated: April 17, 2013
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release Danaher Reports Record First Quarter 2013 Results |
Exhibit 99.1
DANAHER REPORTS RECORD FIRST QUARTER 2013 RESULTS
WASHINGTON, D.C., April 18, 2013 Danaher Corporation (NYSE:DHR) today announced results for the first quarter of 2013. All financial metrics in this release reflect only the Companys continuing operations unless otherwise noted.
Net earnings for the quarter ended March 29, 2013 were $691.9 million, or $0.98 per share on a diluted basis, a 34% increase over diluted net earnings per share of $0.73 for the first quarter 2012. As summarized in the attached reconciliation, first quarter 2013 earnings from continuing operations include gains from the sale of the Apex Tool Group LLC joint venture and discrete tax benefits. Excluding these gains, adjusted diluted earnings per share from continuing operations for the quarter ended March 29, 2013 were $0.75, a 2.5% increase over the comparable amount in the first quarter of 2012.
Sales for the 2013 first quarter were $4.4 billion, 3% higher than the $4.3 billion reported for the 2012 first quarter. Core revenues increased 1.0% in the first quarter of 2013 compared to the first quarter of 2012.
The Company anticipates that GAAP diluted net earnings per share for the quarter ending June 28, 2013 will be in the range of $0.80 to $0.85. The Company reaffirmed its full year 2013 adjusted diluted net earnings per share guidance of $3.32 to $3.47.
H. Lawrence Culp, Jr., President and Chief Executive Officer, stated, Our modest expectations for global growth heading into this year have, so far, played out largely as anticipated. The Danaher Business System continues to help us drive share gains, margins and cash flow in this low growth environment. We believe our solid recurring revenue base, the structural cost actions executed in 2012 and an attractive acquisition environment position Danaher well for the balance of 2013 and beyond.
Danaher will discuss its results during its investor conference call today starting at 8:00 a.m. EDT. The call and an accompanying slide presentation will be webcast on the Investors section of Danahers website at www.danaher.com. A replay of the webcast will be available on the Investors section of Danahers website, under the subheading Investor Events, shortly after the conclusion of the presentation, and the webcast will remain available until the next quarterly earnings call. The conference call can be accessed by dialing 888-211-7451 within the U.S. or by dialing 913-981-5535 outside the US a few minutes before the 8:00 a.m. EDT start and telling the operator that you are dialing in for Danahers investor conference call (access code 5544079). A replay of the conference call will be available shortly after the conclusion of the call and through Thursday, April 25, 2013. You can access the replay by dialing 888-203-1112 within the U.S. or 719-457-0820 outside the U.S. with the access code 5544079. In addition, presentation materials relating to Danahers results have been posted to the Investors section of Danahers website under the subheading Financial Information.
* * *
Danaher is a science and technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Our premier brands are among the most highly recognized in each of the markets we serve. The Danaher Business System provides a foundation to our 63,000 associates around the world, serving customers in more than 125 countries. In 2012, we generated $18.3 billion of revenue. For more information please visit our website: www.danaher.com.
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. The reasons why we believe these measures provide useful information to investors, a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these measures are included in the supplemental reconciliation schedule attached.
Statements in this release that are not strictly historical, including the statements regarding the Companys anticipated diluted net earnings per share for the second quarter and full year 2013, the potential benefits from the Companys recurring revenue base and fourth quarter 2012 cost reductions, the acquisition environment, the Companys positioning for 2013 and beyond and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, are forward-looking statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, deterioration of or instability in the economy and financial markets, the impact of our restructuring activities on our ability to grow, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our ability to successfully identify, consummate and integrate appropriate acquisitions, contingent liabilities relating to acquisitions and divestures, our compliance with applicable laws and regulations (including regulations relating to medical devices and the healthcare industry) and changes in applicable laws and regulations, our ability to effectively address cost reduction and other changes in the healthcare industry, risks relating to potential impairment of goodwill and other long-lived assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, risks relating to product defects and recalls, risks relating to product manufacturing, the impact of our debt obligations on our operations, our relationships with and the performance of our channel partners, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, labor matters, international economic, political, legal and business factors, disruptions relating to man-made and natural disasters, security breaches or other disruptions of our information technology systems and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2012 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the first quarter of 2013. These forward-looking statements speak only as of the date of this release and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
Please contact: | ||
Matt R. McGrew Vice President, Investor Relations Danaher Corporation 2200 Pennsylvania Ave, NW Suite 800W Washington, D.C. 20037 | ||
Telephone: | (202) 828-0850 | |
Fax: | (202) 828-0860 |
DANAHER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
($ and shares in millions, except per share amounts)
(unaudited)
Three Months Ended | ||||||||
March 29, 2013 | March 30, 2012 | |||||||
Sales |
$ | 4,444.7 | $ | 4,316.2 | ||||
Cost of sales |
(2,119.0 | ) | (2,080.7 | ) | ||||
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Gross profit |
2,325.7 | 2,235.5 | ||||||
Operating costs and other: |
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Selling, general and administrative expenses |
(1,298.4 | ) | (1,244.9 | ) | ||||
Research and development expenses |
(296.4 | ) | (270.1 | ) | ||||
Earnings from unconsolidated joint venture |
| 14.4 | ||||||
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Operating profit |
730.9 | 734.9 | ||||||
Non-operating income (expense): |
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Gain on sale of unconsolidated joint venture |
229.8 | | ||||||
Interest expense |
(39.2 | ) | (39.4 | ) | ||||
Interest income |
0.9 | 0.7 | ||||||
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Earnings from continuing operations before income taxes |
922.4 | 696.2 | ||||||
Income taxes |
(230.5 | ) | (176.2 | ) | ||||
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Net earnings from continuing operations |
691.9 | 520.0 | ||||||
Earnings from discontinued operations, net of income taxes |
| 92.9 | ||||||
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Net earnings |
$ | 691.9 | $ | 612.9 | ||||
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Net earnings per share from continuing operations: |
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Basic |
$ | 1.00 | $ | 0.75 | ||||
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Diluted |
$ | 0.98 | $ | 0.73 | ||||
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Net earnings per share from discontinued operations: |
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Basic |
$ | | $ | 0.13 | ||||
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Diluted |
$ | | $ | 0.13 | ||||
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Net earnings per share: |
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Basic |
$ | 1.00 | $ | 0.89 | * | |||
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Diluted |
$ | 0.98 | $ | 0.86 | ||||
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Average common stock and common equivalent shares outstanding: |
||||||||
Basic |
692.0 | 691.5 | ||||||
Diluted |
708.4 | 714.0 |
* | Net earnings per share amount does not add due to rounding. |
This information is presented for reference only. A complete copy of Danahers Form 10-Q financial statements is available on the Companys website (www.danaher.com)
DANAHER CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
($ in millions except per share data)
Actual Earnings Per Share
Three Months Ending March 29, 2013 |
Three Months Ending March 30, 2012 |
|||||||||||
Diluted Net Earnings Per Share from Continuing Operations (GAAP) |
$ | 0.98 | $ | 0.73 | 34 | % | ||||||
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Gain on the sale of investment in Apex Tool Group LLC in the first quarter of 2013 ($230 million pre-tax, $144 million after-tax) |
(0.20 | ) | | |||||||||
Retroactive reinstatement of certain federal tax provisions contained in the American Tax Relief Act of 2012 and other discrete items. |
(0.03 | ) | | |||||||||
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Adjusted Diluted Net Earnings Per Share from Continuing Operations (Non-GAAP) |
$ | 0.75 | $ | 0.73 | 2.5 | % | ||||||
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Forecasted Earnings Per Share Guidance
Three Months Ending June 28, 2013 |
Year Ending December 31, 2013 |
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Low End | High End | Low End | High End | |||||||||||||
Diluted Net Earnings Per Share from Continuing Operations (GAAP) |
$ | 0.80 | $ | 0.85 | $ | 3.55 | $ | 3.70 | ||||||||
Gain on the sale of investment in Apex Tool Group LLC in the first quarter of 2013 ($230 million pre-tax, $144 million after-tax) |
| | (0.20 | ) | (0.20 | ) | ||||||||||
Retroactive reinstatement of certain federal tax provisions contained in the American Tax Relief Act of 2012 and other discrete items. |
| | (0.03 | ) | (0.03 | ) | ||||||||||
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Adjusted Diluted Net Earnings Per Share from Continuing Operations (Non-GAAP) |
$ | 0.80 | $ | 0.85 | $ | 3.32 | $ | 3.47 | ||||||||
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Core Revenue Growth
Components of Revenue Growth |
Three Months Ended March 29, 2013 vs. Comparable 2012 Period |
|||
Core (non-GAAP) |
1.0 | % | ||
Acquisitions (non-GAAP) |
3.0 | % | ||
Impact of Currency Translation (non-GAAP) |
-1.0 | % | ||
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Total Revenue Growth (GAAP) |
3.0 | % | ||
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Adjusted Diluted Net Earnings Per Share from Continuing Operations
We disclose the non-GAAP measure of adjusted diluted net earnings per share from continuing operations, which refers to GAAP diluted net earnings per share from continuing operations, excluding the items identified in the reconciliation schedule above. This non-GAAP measure should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies.
Management believes that this measure provides useful information to investors by reflecting additional ways of viewing aspects of Danahers operations that, when reconciled to the corresponding GAAP measure, helps our investors to better understand the long-term profitability trends of our business, and facilitates easier comparisons of our profitability to prior and future periods and to our peers. The items described above have been excluded from this measure because items of this nature and/or size occur with inconsistent frequency, occur for reasons that may be unrelated to Danahers commercial performance during the period and/or we believe are not indicative of Danahers ongoing operating costs or gains in a given period, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult. The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Companys larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period.
The Company estimates the tax effect of the items identified in the reconciliation schedule above by applying the Companys overall estimated effective tax rate to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
Core Revenue and Core Revenue Growth
We use the term core revenue or sales from existing businesses to refer to GAAP revenue from existing operations excluding (1) sales from acquired businesses recorded prior to the first anniversary of the acquisition less the impact from the divestiture of a product line the sales of which (prior to the divestiture) were included in sales from acquired businesses (acquisition sales), and (2) the impact of currency translation. The portion of GAAP revenue from existing operations attributable to currency translation is calculated as the difference between (a) the period-to-period change in revenue (excluding acquisition sales) and (b) the period-to-period change in revenue (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term core revenue growth to refer to the measure of comparing current period core revenue with the corresponding period of the prior year. These non-GAAP measures should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies.
Management believes that these non-GAAP measures provide useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our revenue performance with prior and future periods and to our peers. We exclude the effect of currency translation from these measures because currency translation is not under managements control, is subject to volatility and can obscure underlying business trends. We exclude the effect of acquisitions because the nature, size and number of acquisitions can vary dramatically from period to period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult.
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