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 March 31, 2000
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 April 19, 2000
was 141,684,470.
DANAHER CORPORATION
INDEX
FORM 10-Q
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
at March 31, 2000 and December 31, 1999 1
Consolidated Condensed Statements of
Earnings for the three months ended
March 31, 2000 and April 2, 1999 2
Consolidated Condensed Statements of
Cash Flows for the three months ended
March 31, 2000 and April 2, 1999 3
Notes to Consolidated Condensed
Financial Statements 4
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations 5-6
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 6
(27) Financial Data Schedules
<PAGE>
DANAHER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(000's omitted)
March 31, December 31,
2000 1999
(unaudited) (NOTE 1)
ASSETS
Current Assets:
Cash and equivalents $ 91,972 $ 260,281
Accounts receivable, net 577,299 544,738
Inventories:
Finished goods 145,190 128,134
Work in process 75,361 67,437
Raw material and supplies 161,737 129,102
Total inventories 382,288 324,673
Prepaid expenses and other
current assets 81,562 72,425
Total current assets 1,133,121 1,202,117
Property, plant and equipment, net
of accumulated depreciation of
$576,311 and $552,724,
respectively 532,788 500,189
Other assets 78,199 52,476
Excess of cost over net assets of
acquired companies, net 1,461,449 1,292,289
Total assets $3,205,557 $3,047,071
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current
portion of long-term debt $ 43,764 $ 33,597
Accounts payable 228,658 213,209
Accrued expenses 539,640 461,980
Total current liabilities 812,062 708,786
Other liabilities 291,403 288,494
Long-term debt 402,496 341,037
Stockholders' equity:
Common stock - $.01 par value 1,552 1,540
Additional paid-in capital 349,330 420,036
Retained earnings 1,390,715 1,321,283
Accumulated other comprehensive
income (42,001) (34,105)
Total stockholders' equity 1,699,596 1,708,754
Total liabilities and
stockholders' equity $3,205,557 $3,047,071
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
March 31, April 2,
2000 1999
Net sales $ 867,847 $ 793,044
Cost of sales 537,958 497,560
Selling, general and
administrative expenses 202,486 183,606
Goodwill and other amortization 9,774 9,197
Total operating expenses 750,218 690,363
Operating profit 117,629 102,681
Interest expense, net 2,213 6,548
Earnings from continuing operations
before income taxes 115,416 96,133
Income taxes 43,859 37,011
Net earnings $ 71,557 $ 59,122
Basic earnings per share $ .50 $ .42
Average common stock outstanding 142,751 140,794
Diluted earnings per share $ .49 $ .41
Average common stock and common
equivalent shares outstanding 145,370 145,088
See notes to consolidated condensed financial statements.
<PAGE>
DANAHER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(000's omitted)
(unaudited)
Three Months Ended
March 31, April 2,
2000 1999
Cash flows from operating activities:
Net earnings from operations $ 71,557 $ 59,122
Noncash items, depreciation and
amortization 35,042 31,458
Change in accounts receivable 2,324 19,792
Change in inventories (20,512) (1,808)
Change in accounts payable 610 14,451
Change in other assets and liabilities 50,044 (11,864)
Total operating cash flows 139,065 111,151
Cash flows from investing activities:
Payments for additions to property,
plant, and equipment, net (15,036) (12,928)
Cash paid for acquisitions (222,502) -
Net cash provided by (used in)
investing activities (237,538) (12,928)
Cash flows from financing activities:
Proceeds from issuance of common stock 11,480 5,657
Dividends paid (2,125) (2,628)
Borrowing (repayment) of debt 3,849 (71,087)
Purchase of common stock (82,174) -
Net cash provided by (used in)
financing activities (68,970) (68,058)
Effect of exchange rate changes on cash (866) 804
Net change in cash and equivalents (168,309) 30,969
Beginning balance of cash equivalents 260,281 47,798
Ending balance of cash equivalents $ 91,972 $ 78,767
Supplemental disclosures:
Cash interest payments $ 2,157 $ 2,099
Cash income tax payments $ 5,455 $ 11,403
See notes to consolidated condensed financial statements.
DANAHER CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(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 1999 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 March 31, 2000 and December
31, 1999, its results of operations for the three months ended
March 31, 2000, and April 2, 1999, and its cash flows for the
three months ended March 31, 2000 and April 2, 1999.
Total comprehensive income was $63.7 million and $39.5
million for the 2000 and 1999 quarters, respectively.
NOTE 2. SEGMENT INFORMATION
Segment information is presented consistently with the basis
described in the 1999 Annual Report. There has been no material
change in total assets or liabilities by segment. Segment
results for the 2000 first quarter are shown below:
Sales Operating Profit
2000 1999 2000 1999
Process/Environmental Controls $520,448 $471,198 $ 81,660 $ 71,491
Tools and Components 347,399 321,846 40,220 35,290
Other - - (4,250) (4,100)
$867,847 $793,044 $117,630 $102,681
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net sales for the first quarter of 2000 of $867.8 million were
9.4% higher than the 1999 first quarter. Strong volume gains in both
business segments accounted for most of the sales increase, while
acquisitions provided approximately 3 points of sales growth. Sales
were particularly strong in the power quality and electronic test and
measurement business units.
Gross profit margin for the first quarter of 2000, as a percentage
of sales, was 38.0%, which represents a 0.7 percentage point increase
from 1999 levels. This increase results primarily from product and
overhead cost reductions and efficiency improvements within existing
business units.
Selling, general and administrative expenses for the 2000 first
quarter were 10% higher than in 1999 due primarily to higher sales
levels and the impact of acquisitions. As a percentage of sales, these
costs remained at 23% in 2000 and 1999.
Interest expense of $2.2 million in 2000 was $4.3 million lower
than the corresponding 1999 period. Average net debt levels were
significantly lower in 2000, reflecting strong cash flow since the 1999
first quarter.
The 2000 effective tax rate of 38.0% is 0.5% lower than the 1999
effective rate, mainly due to a higher proportion of foreign earnings.
Liquidity and Capital Resources
The 2000 first quarter provided strong operating cash flow,
despite an increase in inventories that resulted from sales and order
volume increases and a seasonal build in raw material inventory. Total
debt under the Company's borrowing facilities increased to $446.3
million at March 31, 2000, compared to $374.6 million at December 31,
1999. This increase relates principally to new borrowings incurred to
finance acquisitions and the repurchase of $82 million of the Company s
common stock. On March 27, 2000, the Company acquired American
Precision Industries, Inc. for a cash price of $19.25 per share or $250
million including assumption of debt.
The Company declared a regular quarterly dividend of $.015 per
share payable on April 28, 2000, to holders of record on March 31,
2000.
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,
scheduled debt repayments, and to fund acquisitions, if applicable.
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: 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 19, 2000 By: /s/ Patrick W. Allender
Patrick W. Allender
Chief Financial Officer
Date: April 19, 2000 By: /s/ Christopher C. McMahon
Christopher C. McMahon
Controller
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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