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 28, 1996
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 17, 1996
was 58,407,522.
<PAGE>
DANAHER CORPORATION
INDEX
FORM 10-Q
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
at June 28, 1996 and December 31, 1995 3
Consolidated Condensed Statements of
Earnings for the three months and
six months ended June 28, 1996 and
June 30, 1995
4
Consolidated Condensed Statements of
Cash Flow for the six months ended
June 28, 1996 and June 30, 1995 5
Notes to Consolidated Condensed
Financial Statements 6
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 7
PART II - OTHER INFORMATION
Item 6. (a) Exhibits: 8
(27) Financial Data Schedules
(b) Reports on Form 8-K:4/23/96, 4/25/96,
7/3/96
<PAGE>
DANAHER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(000's omitted)
June 28,
1996
(unaudited)
December 31,
1995
ASSETS
Current Assets:
Cash and cash equivalents
Accounts receivable, net
Inventories:
Finished goods
Work in process
Raw material and supplies
Total inventories
Prepaid expenses and other
current assets
Total current assets
Property, plant and equipment, net of
depreciation of $196,145 and
$168,566, respectively
Other assets
Excess of cost over net assets of
acquired companies, net
Total assets
$ 9,169
262,176
98,825
43,041
57,677
199,543
43,194
514,082
290,653
90,666
626,080
$ 1,521,481
$ 7,938
224,652
89,932
51,904
60,054
201,890
31,990
466,470
291,937
119,444
608,140
$ 1,485,991
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current portion
of long-term debt
Accounts payable
Accrued expenses
Total current liabilities
Other liabilities
Long-term debt
Stockholders' equity:
Common stock - $.01 par value
Additional paid-in capital
Retained earnings
Cumulative foreign translation
adjustment
Treasury Stock
Total stockholders' equity
Total liabilities and
stockholders' equity
$ 15,219
102,178
355,905
473,302
204,439
124,970
637
325,555
441,304
873
(49,599)
718,770
$ 1,521,481
$ 14,970
92,290
296,878
404,138
226,925
268,617
634
315,205
304,363
3,598
(37,489)
586,311
$ 1,485,991
See notes to consolidated condensed financial statements.<PAGE>
DANAHER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(000's omitted except per share amounts)
(unaudited)
Quarter Ended
Six Months Ended
June 28,
1996
June 30,
1995
June 28,
1996
June 30,
1995
Net revenues
Operating costs and expenses:
Cost of sales
Selling, general and
administrative expenses
Goodwill and other amortization
Total operating costs and expenses
Operating profit
Interest expense, net
Earnings from continuing operations
before income taxes
Income taxes
Earnings from continuing operations
Earnings from discontinued operations,
net of taxes of $ -0-, $371, $ -0-,
and $650
Net Earnings
Per Share:
From continuing operations
From discontinued operations
Net earnings
Average common stock and equivalent
shares outstanding
$ 434,897
296,909
76,934
4,752
378,595
56,302
2,981
53,321
20,796
$ 32,525
-
$ 32,525
$ .54
-
$ .54
59,932,305
$ 351,891
243,924
58,942
3,316
306,182
45,709
1,292
44,417
17,777
$ 26,640
580
$ 27,220
$ .44
.01
$ .45
59,854,847
$ 844,454
582,173
149,806
9,045
741,024
103,430
5,964
97,466
38,013
$ 59,453
79,811
$ 139,264
$ .99
1.34
$ 2.33
59,806,356
$ 687,873
483,199
115,474
6,653
605,326
82,547
2,516
80,031
31,979
$ 48,052
1,016
$ 49,068
$ .80
.02
$ .82
59,813,194
See notes to consolidated condensed financial statements.
<PAGE>
DANAHER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(000's omitted)
(unaudited)
Six Months Ended
June 28,
1996
June 30,
1995
Cash flows from operating activities:
Net earnings from operations
Noncash items, depreciation and
amortization
Increase in accounts receivable
(Increase) decrease in inventories
Increase in accounts payable
Change in other assets and liabilities
Total operating cash flows
Cash flows from investing activities:
Sale of Fayette Tubular Products
Payments for additions to property,
plant, and equipment, net
Cash paid for acquisitions
Net cash provided by (used in) investing
activities
Cash flows from financing activities:
Acquisition of treasury stock
Proceeds from issuance of common stock
Borrowings (repayments) of debt
Payment of dividends
Net cash provided by (used in)
financing activities
Effect of exchange rate changes on cash
Net change in cash and cash equivalents
Beginning balance of cash and cash
equivalents
Ending balance of cash and cash equivalents
Supplemental disclosures:
Cash interest payments
Cash income tax payments
$ 59,453
33,033
(31,382)
7,199
8,847
(14,542)
62,608
155,000
(21,130)
(37,701)
96,169
(12,110)
1,470
(144,545)
(2,333)
(157,518)
(28)
1,231
7,938
$ 9,169
$ 6,631
$ 47,546
$ 49,068
33,989
(37,629)
(35,411)
9,601
8,717
28,335
--
(30,086)
--
(30,086)
--
2,918
19,175
(2,334)
19,759
588
18,596
1,978
$ 20,574
$ 6,235
$ 38,120
See notes to consolidated condensed financial statements.
<PAGE>
DANAHER CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 28, 1996
(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
1995 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 28, 1996 and December 31, 1995, its
results of operations for the three months and six months ended June
28, 1996 and June 30, 1995, and its cash flows for the six months
ended June 28, 1996 and June 30, 1995.
NOTE 2. ACQUISITIONS OF JOSLYN CORPORATION AND ACME-CLEVELAND
CORPORATION
The Company obtained control of Joslyn Corporation (Joslyn) as
of September 1, 1995 when Joslyn's shareholders tendered
approximately 75% of the outstanding shares to Danaher for $34 per
share in cash. The remaining 25% was acquired on October 31, 1995.
Total consideration for Joslyn was approximately $245 million. The
fair value of assets acquired is approximately $345 million and
approximately $100 million of liabilities were assumed. The
transaction was accounted for as a purchase. The purchase price
allocations have been completed on a preliminary basis, subject to
adjustment should new or additional facts about the business become
known.
The Company obtained control of Acme-Cleveland Corporation
(Acme) as of July 2, 1996. Total consideration for Acme was
approximately $200 million. The fair value of assets acquired is
approximately $240 million and approximately $40 million of
liabilities were assumed. The transaction is being accounted for as
a purchase and hence is not included in the financial statements as
of June 28, 1996.
The unaudited pro forma information for the period set forth
below give effect to the transactions as if they had occurred at the
beginning of each period. The pro forma information is presented for
information purposes only and is not necessarily indicative of the
results of operations that actually would have been achieved had the
acquisition been consummated as of that time (unaudited, 000's
omitted):
Year Ended Six Months Ended Six Months Ended
December 31, June 30, June 28,
1995 1995 1996
Net Sales $ 1,767,154 $ 865,513 $ 918,276
Net Earnings 111,838 48,439 60,691
Earnings per $ 1.87 $ .81 $ 1.01
Share
NOTE 3. DISCONTINUED OPERATIONS
In January, 1996, the Company sold its Fayette Tubular
Products subsidiary for $155 million cash. A gain of $79.8 million
was recognized in the first quarter of 1996. As the company no
longer operates in the transportation business segment, amounts for
1995 have been restated to reflect Fayette as a discontinued
operation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net sales for the 1996 quarter were 24% higher than the 1995
quarter. Net sales for the six-month period were 23% higher than the
corresponding period in 1995. This is principally due to continued
increases in market share in all segments, with acquisition activity
accounting for approximately 21% and 20% of sales growth in the
quarter and six-month periods. On a comparable company basis, North
American sales were stronger, growing 6% excluding Jacobs Vehicle
Equipment Company which was adversely impacted by the expected
decline in the heavy duty truck market.
Gross profit margin in 1996, as a percentage of sales, was
approximately 31.7% for the quarter and 31.1% for the six-month
period, an increase of 1.0 and 1.3 percentage points, respectively,
from 1995 levels. The gross margin increase was attributable to both
the effect of the acquired companies which provide a higher gross
margin and productivity improvements within the existing business
units.
Selling, general and administrative expenses for the 1996
quarter and six-month period increased in total dollars principally
due to the higher volume levels. Selling, general and administrative
expenses as a percentage of sales was 17.7% for the 1996 quarter and
the six month period. This represents an increase of .9 percentage
points from prior periods. This reflects principally the impact of
the acquired businesses which have a higher overall selling expense
structure than the existing business units.
Interest expense for the quarter and six-month period was $2.7
million and $2.4 million higher than the 1995 levels, due to higher
average debt levels, principally due to acquisitions made in 1995.
The effective tax rate for both the second quarter and
six-month periods is lower in 1996 than in 1995. This reflects
principally the lesser impact of nondeductible goodwill amortization
given higher pretax earnings and a lower income tax expense for
certain foreign operations.
Liquidity and Capital Resources
Since December 31, 1995, the Company has experienced increases
in accounts receivable and accounts payable. This is due to the
lower activity levels experienced in the last weeks of 1995 caused by
the holiday season. Total debt decreased to $140.2 million at June
28, 1996, primarily as a result of the proceeds from the Fayette
disposition and strong operating performance, offset by the
acquisition of treasury stock, cash paid for acquisitions, and the
increase in working capital discussed above.
A regular quarterly dividend of $.02 share was declared,
payable on July 26, 1996 to holders of record on June 27, 1996.
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: 4/23/96, 4/25/96, 7/3/96
<PAGE>
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 17, 1996 By: /s/ Patrick W. Allender
Patrick W. Allender
Chief Financial Officer
Date: July 17, 1996 By: /s/ C. Scott Brannan
C. Scott Brannan
Controller
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0
0
<COMMON> 637
<OTHER-SE> 718133
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<INCOME-TAX> 20796
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