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.
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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
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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.<PAGE>
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.
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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.
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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.
<PAGE>
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.
<PAGE>
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
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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
