-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iMwmCPQVtbDWf4aDTv9sCu3b0EsCKHyKacnHxBII/UGCbBbAAK7yOtXK9DtrtABV Wbhs6tSq1Mih+UN3+RS3Yw== 0000313616-94-000007.txt : 19940422 0000313616-94-000007.hdr.sgml : 19940422 ACCESSION NUMBER: 0000313616-94-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940401 FILED AS OF DATE: 19940421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94523545 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 April 1, 1994 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 (Zip Code) Offices) 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 21, 1994 was 28,556,127. DANAHER CORPORATION INDEX FORM 10-Q PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Condensed Balance Sheets at April 1, 1994 and December 31, 1993 1 Consolidated Condensed Statements of Earnings for the three months ended April 1, 1994 and April 2, 1993 2 Consolidated Condensed Statements of Cash Flow for the three months ended April 1, 1994 and April 2, 1993 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 DANAHER CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (000's omitted) April 1, December 31, 1994 1993 (unaudited) (NOTE 1) ASSETS Current Assets: Cash and cash equivalents $ 11,376 $ 6,767 Accounts receivable, net 150,481 135,445 Inventories: Finished goods 75,001 59,916 Work in process 20,842 19,900 Raw material and supplies 30,193 27,753 Total inventories 126,036 107,569 Prepaid expenses and other current assets 27,905 27,982 Total current assets 315,798 277,763 Property, plant and equipment, net of depreciation of $131,298 and $122,634, respectively 238,379 235,666 Other assets 23,549 21,477 Excess of cost over net assets of acquired companies, net 338,662 337,566 Total assets $916,388 $872,472 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 11,910 $ 2,235 Accounts payable 78,088 72,445 Accrued expenses 171,547 160,685 Total current liabilities 261,545 235,365 Other liabilities 141,597 142,091 Long-term debt 131,350 131,350 Stockholders' equity: Common stock - $.01 par value 310 309 Additional paid-in capital 283,728 279,532 Retained earnings 136,768 123,095 Cumulative foreign translation adjustment (1,421) (1,781) Treasury stock (37,489) (37,489) Total stockholders' equity 381,896 363,666 Total liabilities and stockholders' equity $916,388 $872,472 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 April 1, April 2, 1994 1993 Net revenues $289,153 $248,384 Operating costs and expenses: Cost of sales 213,454 184,485 Selling, general and administrative expenses 46,222 41,647 Goodwill and other amortization 2,421 2,343 Total operating costs and expenses 262,097 228,475 Operating profit 27,056 19,909 Interest expense 2,432 2,521 Earnings before income taxes and cumulative effect of accounting change 24,624 17,388 Income taxes 10,096 7,303 Net earnings before cumulative effect of accounting change 14,528 10,085 Cumulative effect of accounting change (net of tax benefit of $20,000) - (36,000) Net earnings (loss) $14,528 $(25,915) Per share: Before accounting change $ .50 $ .35 Cumulative effect of change - (1.25) Net earnings (loss) $ .50 $ (.90) Average common stock and common equivalent shares outstanding 29,071,205 28,793,238 See notes to consolidated condensed financial statements. DANAHER CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (000's omitted) (unaudited) Three Months Ended April 1, April 2, 1994 1993 Cash flows from operating activities: Earnings before cumulative effect of accounting change $14,528 $10,085 Noncash items, depreciation and amortization 10,628 10,592 Increase in accounts receivable (13,468) (4,311) Increase in inventories (16,467) (9,154) Increase in accounts payable 4,895 5,167 Change in other assets and liabilities 10,010 7,345 Total operating cash flows 10,126 19,724 Cash flows from investing activities: Payments for additions to property, plant, and equipment, net (10,347) (9,069) Cash paid for acquisitions (4,580) - Net cash used in investing activities (14,927) (9,069) Cash flows from financing activities: Proceeds from issuance of common stock 377 477 Dividends Paid (855) - Borrowings of debt 9,675 1,119 Net cash provided by financing activities 9,197 1,596 Effect of exchange rate changes on cash 213 (653) Net change in cash and cash equivalents 4,609 11,598 Beginning balance of cash and cash equivalents 6,767 1,691 Ending balance of cash and cash equivalents $ 11,376 $13,289 Supplemental disclosures: Cash interest payments $ 38 $ 375 Cash income tax payments $ 8,494 $ 5,667 See notes to consolidated condensed financial statements. DANAHER CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS April 1, 1994 (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 1993 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 April 1, 1994 and December 31, 1993, its results of operations for the three months ended April 1, 1994 and April 2, 1993, and its cash flows for the three months ended April 1, 1994 and April 2, 1993. Note 2. CHANGES IN ACCOUNTING PRINCIPLES As of January 1, 1993, the Company changed its method of accounting for post retirement benefits from recognizing expense as claims are paid to the accrual method specified by SFAS No. 106. The Company elected to recognize this liability immediately and its adoption is not expected to significantly impact the Company's ongoing results of operations. The Company also adopted the liability method of accounting for income taxes specified by SFAS No. 109. Its adoption had no impact on the results of operations and resulted in certain reclassifications to the Company's balance sheet. Note 3. TENDER OFFER On March 15, 1994, the Company entered into a definitive agreement to acquire Mark Controls Corporation for $89 million, plus the assumption of $38 million of debt, and began a tender offer for the shares of Mark Controls shortly thereafter. Subsequently, two other companies have commenced tender offers for Mark Controls at higher per share price levels. The outcome of the tender offer proceedings remains uncertain as of this date. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net Revenues for the first quarter of 1994 of $289.2 million were 16.4% higher than the 1993 quarter. Revenues were higher in all business segments. This increase is principally the result of higher demand for the Company's products within the markets currently served along with acquisitions made since the first quarter of 1993 accounting for opproximately 6.6% of the increase. Gross profit margin for the first quarter of 1994, as a percentage of sales, was 26.2% which represents a 0.5 percentage point increase from 1993 levels. This results principally from the contribution of higher sales given the fixed nature of certain costs coupled with productivity improvements. Selling, general and administrative expenses for the 1994 first quarter were 11.0% higher than in 1993 because of higher sales levels. As a percentage of sales, these costs decreased to 16.0% from 16.8% in 1993, as a result of cost reduction steps taken in earlier periods and the fixed nature of certain costs. Interest expense of $2.4 million in 1994 was 3.5% lower than the corresponding 1993 period. Total debt levels were lower in 1994. The 1994 effective tax rate of 41% is 1% lower than the 1993 effective rate, reflecting the lesser impact of nondeductible goodwill amortization given higher pretax earnings consistent between periods. The Company adopted new accounting principles in January, 1993. See Note 2 for a discussion of their initial and ongoing impact. Liquidity and Capital Resources During the first quarter of 1994, 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 1993 year due to the holiday season. Total debt under the Company's borrowing facilities increased to $143.3 million at April 1, 1994, compared to $133.6 million at December 31, 1993, due to the seasonal working capital increase discussed above. The Company declared a regular quarterly dividend of $.03 per share payable on April 29, 1994, to holders of record on March 23, 1994. 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 and scheduled debt repayments. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: None (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 21, 1994 By: /s/ Patrick W. Allender Patrick W. Allender Chief Financial Officer Date: April 21, 1994 By: /s/ C. Scott Brannan C. Scott Brannan Controller -----END PRIVACY-ENHANCED MESSAGE-----