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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 28, 1997

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 17, 1997 was 58,922,117.



DANAHER CORPORATION

INDEX

FORM 10-Q

PART 1 - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Condensed Balance Sheets at March 28, 1997 and December 31, 1996 1
Consolidated Condensed Statements of Earnings for the three months ended March 28, 1997 and March 29, 1996 2
Consolidated Condensed Statements of Cash Flows for the three months ended March 28, 1997 and March 29, 1996 3
Notes to Consolidated Condensed Financial Statements 4-5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-7
PART 2 - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(27) Financial Data Schedules
7



DANAHER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(000's omitted)
ASSETS
    March 28, 1997
    (unaudited)
    December 31, 1996
    (NOTE 1)
Current Assets:
   Cash and equivalents$   38,554$   26,444
   Accounts receivable, net280,991266,668
   Inventories:
      Finished goods97,85688,083
      Work in process46,43349,681
      Raw material and supplies74,34866,472
         Total inventories218,637204,236
   Prepaid expenses and other
     current assets
40,10449,393
         Total current assets578,286546,741
Property, plant and equipment, net
   of accumulated depreciation of
   $230,975 and $218,830, respectively
324,850319,606
Other assets100,343105,903
Excess of cost over net assets of
  acquired companies, net
791,179792,824
         Total assets$   1,794,658
    =========
$   1,765,074
    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Notes payable and current
      portion of long-term debt
$   18,464$   16,757
   Accounts payable119,458110,194
   Accrued expenses379,161347,622
         Total current liabilities517,083474,573
Other liabilities269,212270,670
Long-term debt190,900219,570
Stockholders' equity:
   Common stock - $.01 par value642642
   Additional paid-in capital334,398333,587
   Retained earnings536,838506,773
   Cumulative foreign translation
     adjustment and other
(4,816)8,858
   Treasury stock(49,599)(49,599)
      Total stockholders' equity817,463800,261
         Total liabilities and
           stockholders' equity
$   1,794,658
    =========
$   1,765,074
    =========

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 28, 1997March 29, 1996
Net sales$   466,441$   409,557
Cost of sales318,961285,264
Selling, general and administrative expenses86,26672,872
Goodwill and other amortization    5,757    4,293
    Total operating expenses   410,984   362,429
Operating profit55,45747,128
Interest expense, net    3,864    2,983
Earnings from continuing operations before income taxes51,59344,145
Income taxes20,05817,217
Earnings from continuing operations31,53526,928
Gain on sale of discontinued operations,
   net of income taxes of $-0-
     --   79,811
Net earnings$   31,535
    =========
$  106,739
    =========
Per share:
    Continuing operations$   .52$   .45
    Discontinued operations       -      1.34
    Net earnings$    .52
    =========
$  1.79
    =========
Average common stock and common
    equivalent shares outstanding

60,378,418
    =========

59,680,406
    =========

See notes to consolidated condensed financial statements.




DANAHER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(000's omitted)
(unaudited)

Three Months Ended
March 28, 1997
March 29, 1996
Cash flows from operating activities:
Net earnings from operations   $    31,535   $    26,928
Noncash items, depreciation and amortization18,93016,818
Increase in accounts receivable(14,767)(22,075)
Increase in inventories(5,303)(785)
Increase in accounts payable12,4274,071
Change in other assets and liabilities   38,582     9,566
      Total operating cash flows   81,404   34,523
Cash flows from investing activities:
Sale of Fayette Tubular Products   --   155,000
Payments for additions to property,
  plant, and equipment, net
(7,687)(12,107)
Cash paid for acquisitions   (33,311)   (25,073)
Net cash provided by (used in)
  investing activities
   (40,998)   117,820
Cash flows from financing activities:
Acquisition of treasury stock   --   (12,110)
Proceeds from issuance of common stock811726
Dividends paid(1,470)(1,163)
Repayment of debt(26,963)(131,842)
Net cash used in financing activities   (27,622)   (144,389)
Effect of exchange rate changes on cash     (674)      (25)
Net change in cash and equivalents12,1107,929
Beginning balance of cash equivalents   26,444   7,938
Ending balance of cash equivalents   $   38,554
    =========
   $   15,867
    =========
Supplemental disclosures:
Cash interest payments   $   1,375
    =========
   $   1,551
    =========
Cash income tax payments   $   1,780
    =========
   $   16,180
    =========

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 1996 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 28, 1997 and December 31, 1996, its results of operations for the three months ended March 28, 1997 and March 29, 1996, and its cash flows for the three months ended March 28, 1997 and March 29, 1996.

NOTE 2. ACQUISITION OF ACME-CLEVELAND CORPORATION

    The Company obtained control of Acme-Cleveland Corporation as of July 2, 1996. Total consideration was approximately $200 million. The fair value of assets acquired were approximately $240 million and approximately $40 million of liabilities was assumed. The transaction is being 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 unaudited pro forma information for the period set forth below gives effect to the transaction as if it had occurred at the beginning of each period. The pro forma information is presented for informational 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 except per share amounts):

     Year Ended
December 31, 1996
 Quarter Ended
March 29, 1996
Net Sales    $  1,885,700    $   444,726
Net Earnings           129,197           27,497
Earnings per Share    $           2.15    $           .46


NOTE 3. DISCONTINUED OPERATIONS

    In January, 1996, the Company sold its Fayette Tubular Products (Fayette) subsidiary for $155 million in cash. A gain of $79.8 million was recognized in the first quarter of 1996.

NOTE 4. NONRECURRING TRANSACTIONS

    The Company sold its investment in Tylan General Corporation and recognized a gain of approximately $3.5 million before income taxes in the first quarter of 1997. This was offset by a charge to close facilities within the Hengstler subsidiary and relocate work to an existing company facility.


NOTE 5. EARNINGS PER SHARE

    Statement of Financial Accounting Standards Number 128 will change the reporting of earnings per share effective in the fourth quarter of 1997. Basic earnings per share will not include stock options as common stock equivalents and will be higher than previously reported primary earnings per share. Diluted earnings per share will equal previously reported primary earnings per share under the Company's current capital structure. The pro-forma impact on previously reported 1996 and first quarter 1997 earnings per share would be as shown below.

Year
First Quarter
   1996   
   1997   
   1996   
Average shares outstanding
 (basic earnings per share)
    58,623,470
    59,116,974
    58,380,081
Stock option equivalents
      1,331,166
      1,261,444
      1,300,325
Average shares and equivalents
 (diluted earnings per share)

    59,954,636
    =========

    60,378,418
    =========

    59,680,406
    =========
Continuing operations-
  Basic earnings per share
$2.18
$.53
$.46
  Diluted earnings per share
$2.13
$.52
$.45

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

    Net Sales for the first quarter of 1997 of $466.4 million were 14% higher than the 1996 quarter. Sales were higher in both business segments. Of this increase, acquisitions accounted for approximately 10% and companies included in both periods accounted for 4%. Increases in the volume of shipments in all business segments provided this growth.

    Gross profit margin for the first quarter of 1997, as a percentage of sales, was 31.6%, which represents a 1.3 percentage point increase from 1996 levels. This results both from 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 1997 first quarter were 18% higher than in 1996 because of higher sales levels. As a percentage of sales, these costs increased to 18.5% from 17.8% in 1996, as a result of the acquired businesses which have a higher overall selling expense structure than the existing business units.

    Interest expense of $3,864,000 in 1997 was higher than the corresponding 1996 period. Total debt levels were higher in 1997, reflecting the acquisitions made in 1996.

    The 1997 effective tax rate of 39.0% is identical to the 1996 effective rate.


Liquidity and Capital Resources

    During the first quarter of 1997, 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 1996 year due to the holiday season. Total debt under the Company's borrowing facilities decreased to $209.4 million at March 28, 1997, compared to $236.3 million at December 31, 1996, due to the earnings for the quarter and proceeds from the sale of securities (see Note 4) offset principally by funds expended for acquisitions.

    The Company declared a regular quarterly dividend of $.025 per share payable on April 25, 1997, to holders of record on March 21, 1997.

    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 17, 1997 By: /s/ Patrick W. Allender
Patrick W. Allender
Chief Financial Officer
Date:April 17, 1997 By: /s/ C. Scott Brannan
C. Scott Brannan
Controller