8-K
DANAHER CORP /DE/ (DHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 11, 2022
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| DANAHER CORPORATION | |
|---|---|
| (Exact Name of Registrant as Specified in Its Charter) |
__________________
| Delaware | 001-08089 | 59-1995548 | |
|---|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| 2200 Pennsylvania Avenue, NW | 20037-1701 | ||
| Suite 800W | |||
| Washington, | DC | ||
| (Address of Principal Executive Offices) | (Zip Code) |
202-828-0850
(Registrant’s Telephone Number, Including Area Code)
| Not applicable |
|---|
| (Former Name or Former Address, if Changed Since Last Report) |
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value | DHR | New York Stock Exchange |
| 4.75% Mandatory Convertible Preferred Stock, Series A, without par value | DHR.PRA | New York Stock Exchange |
| 5.00% Mandatory Convertible Preferred Stock, Series B, without par value | DHR.PRB | New York Stock Exchange |
| Floating Rate Senior Notes due 2022 | DHR/22A | New York Stock Exchange |
| 1.700% Senior Notes due 2024 | DHR 24 | New York Stock Exchange |
| 0.200% Senior Notes due 2026 | DHR/26 | New York Stock Exchange |
| 2.100% Senior Notes due 2026 | DHR 26 | New York Stock Exchange |
| 1.200% Senior Notes due 2027 | DHR/27 | New York Stock Exchange |
| 0.450% Senior Notes due 2028 | DHR/28 | New York Stock Exchange |
| 2.500% Senior Notes due 2030 | DHR 30 | New York Stock Exchange |
| 0.750% Senior Notes due 2031 | DHR/31 | New York Stock Exchange |
| 1.350% Senior Notes due 2039 | DHR/39 | New York Stock Exchange |
| 1.800% Senior Notes due 2049 | DHR/49 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
|---|
On January 11, 2022, in advance of a public webcast presentation at the J.P. Morgan Healthcare Conference on the same date, Danaher Corporation issued a press release regarding the Company’s anticipated financial performance for the fourth quarter of 2021 and furnished pursuant to Item 2.02 of Form 8-K such press release as well as the presentation slides attached hereto, each of which is incorporated by reference herein. The presentation slides attached hereto contain certain information regarding Danaher’s anticipated financial performance for 2021.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |
|---|---|---|
| (c) | Exhibits: | |
| Exhibit No. | Description | |
| 99.1 | Press release — “Danaher CEO to Comment on Financial Performance” | |
| 99.1PRE | Selected Danaher Presentation Slides for J.P. Morgan Healthcare Conference on January 11, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
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 hereunto duly authorized.
| DANAHER CORPORATION | |||
|---|---|---|---|
| Date: | January 11, 2022 | By: | /s/ Matthew R. McGrew |
| Matthew R. McGrew | |||
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
DANAHER CEO TO COMMENT ON FINANCIAL PERFORMANCE
Washington, D.C., January 11, 2022 - Danaher Corporation (NYSE: DHR) (the “Company”) announced that its President and Chief Executive Officer, Rainer M. Blair, will comment today on the Company’s fourth quarter 2021 performance in a presentation at the J.P. Morgan Healthcare Conference at 11:15 a.m. ET.
Mr. Blair will communicate that fourth quarter 2021 core revenue growth is expected to be above the Company’s previously announced guidance.
For the fourth quarter 2021, estimated revenues increased at a high-teens to low-twenties percent range year-over-year, with estimated non-GAAP core revenue growth in the high-teens percent range.
Mr. Blair stated, “Our team delivered an outstanding finish to 2021, with better-than-expected results across all three reporting segments led by Life Sciences and Diagnostics. We were particularly pleased with the strength of our base business across the portfolio, which was up approximately 10% in the quarter. We also saw better than expected revenue growth in Cepheid’s molecular diagnostics business driven by both respiratory and non-respiratory testing demand.”
Blair continued, “Our performance is a testament to the power of our portfolio and our team’s commitment to the Danaher Business System, and we are excited about the opportunities ahead to continue building long-term, sustainable value for our shareholders.”
As previously announced, Danaher will hold its quarterly earnings conference call for the fourth quarter and year-end 2021 on Thursday, January 27, 2022 at 8:00 a.m. ET.
ABOUT DANAHER
Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands has leadership positions in the demanding and attractive health care, environmental and applied end-markets. With more than 20 operating companies, Danaher’s globally diverse team of approximately 69,000 associates is united by a common culture and operating system, the Danaher Business System, and its Shared Purpose, Helping Realize Life’s Potential. For more information, please visit www.danaher.com.
FORWARD LOOKING STATEMENTS
Statements in this release that are not strictly historical, including the statements regarding the Company's expected financial performance for the fourth quarter 2021, future opportunities to build shareholder value and any other statements regarding events or developments that we believe or anticipate will or may occur are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, the highly uncertain and unpredictable severity, magnitude and duration of the COVID-19 pandemic (and the related governmental, business and community responses thereto) on our business, results of operations and financial condition, the impact of our debt obligations (including the debt incurred to finance the acquisitions of Cytiva and Aldevron) on our operations and liquidity, deterioration of or instability in the economy, the markets we serve and the financial markets (including as a result of the COVID-19 pandemic), uncertainties relating to U.S. laws or policies, including potential changes in U.S. trade policies and tariffs and the reaction of other countries thereto, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including rules relating to off-label marketing and other regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments and successfully complete divestitures and other dispositions, our ability to integrate the businesses we acquire and achieve the anticipated benefits of such acquisitions (including with respect to the acquisition of Aldevron), our ability to realize anticipated growth, synergies and other benefits of the Aldevron acquisition, Aldevron's performance and maintenance of important business relationships, contingent liabilities and other risks relating to acquisitions, investments, strategic relationships and divestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs), security breaches or other disruptions of our information technology systems or violations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets,
currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government to use, disclose and license certain intellectual property we license if we fail to commercialize it, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, the impact of deregulation on demand for our products and services, labor matters, international economic, political, legal, compliance, social and business factors (including the impact of the United Kingdom's separation from the EU), disruptions relating to man-made and natural disasters (including pandemics such as COVID-19) and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2020 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the third quarter of 2021. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
CONTACT
Matthew E. Gugino
Vice President, Investor Relations and FP&A
Danaher Corporation
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C. 20037
Telephone: (202) 828-0850
Fax: (202) 828-0860
DANAHER CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Estimated Core Sales Growth
| % Change Three-Month Period Ended December 31, 2021 vs. Comparable 2020 Period | |
|---|---|
| Total sales growth (GAAP) | + High-teens to low-twenties |
| Impact of: | |
| Acquisitions/divestitures | (Low-single digit) |
| Currency exchange rates | + Low-single digit |
| Core sales growth (non-GAAP) | + High-teens |
| Impact of COVID-related tailwinds | (High-single digit) |
| Base business core sales growth (non-GAAP) | ~ 10.0% |
Statement Regarding Non-GAAP Measures
Core sales growth (and the related measure “base business core sales growth”) should be considered in addition to, and not as a replacement for or superior to, sales growth, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering an additional way of viewing Danaher Corporation’s (“Danaher” or the “Company”) results that, when reconciled to the corresponding GAAP measures, help our investors to identify underlying growth trends in our business and compare our revenue performance with prior and future periods and to our peers.
Management uses core sales growth to measure the Company’s financial performance and as a performance criteria in the Company’s executive compensation program.
With respect to core sales growth, (1) we exclude the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends, and (2) we exclude the effect of acquisitions and divested product lines because the timing, size, number and nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult.
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selecteddanaherpresentat
Forward Looking Statements Statements in this presentation that are not strictly historical, including any statements regarding Danaher’s anticipated financial performance and any other statements regarding events or developments that we believe or anticipate will or may occur are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things the highly uncertain and unpredictable severity, magnitude and duration of the COVID-19 pandemic (and the related governmental, business and community responses thereto) on our business, results of operations and financial condition, the impact of our debt obligations (including the debt incurred to finance the acquisitions of Cytiva and Aldevron) on our operations and liquidity, deterioration of or instability in the economy, the markets we serve and the financial markets (including as a result of the COVID-19 pandemic), uncertainties relating to U.S. laws or policies, including potential changes in U.S. trade policies and tariffs and the reaction of other countries thereto, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including rules relating to off-label marketing and other regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments and successfully complete divestitures and other dispositions, our ability to integrate the businesses we acquire and achieve the anticipated benefits of such acquisitions (including with respect to the acquisition of Aldevron), our ability to realize anticipated growth, synergies and other benefits of the Aldevron acquisition, Aldevron's performance and maintenance of important business relationships, contingent liabilities and other risks relating to acquisitions, investments, strategic relationships and divestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs), security breaches or other disruptions of our information technology systems or violations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government to use, disclose and license certain intellectual property we license if we fail to commercialize it, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, the impact of deregulation on demand for our products and services, labor matters, international economic, political, legal, compliance, social and business factors (including the impact of the United Kingdom's separation from the EU), disruptions relating to man-made and natural disasters (including pandemics such as COVID-19) and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2020 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the third quarter of 2021. These forward-looking statements speak only as of the date of this presentation and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise. With respect to the non-GAAP financial measures referenced in the following presentation, definitions and the accompanying information required by SEC Regulation G can be found in this presentation or in the “Investors” section of Danaher’s web site, www.danaher.com. All references in this presentation (1) to financial metrics relate only to the continuing operations of Danaher’s business, unless otherwise noted; (2) to “growth” or other period-to-period changes refer to year-over-year comparisons unless otherwise indicated; (3) to core revenue growth for 2020 and 2021E refers to core revenue growth including Cytiva unless otherwise noted; and (4) to operating profit below the segment level exclude amortization. We may also describe certain products and devices which have applications submitted and pending for certain regulatory approvals.
Current Update 3 Strong finish to 2021 Q4 2021 RESULTS EXCEEDED OUR EXPECTATIONS Q4 2021 ESTIMATED CORE REVENUE GROWTH UP HIGH-TEENS — All three segments better-than-expected, led by Life Sciences and Diagnostics — Performance driven by our base business which was up ~10% — Better-than-expected revenue at Cepheid (respiratory and non-respiratory) STRONG EARNINGS AND CASH FLOW PERFORMANCE “COVID-related tailwinds” refers to revenue from the sale of products & services directly addressing COVID-19 or the impact thereof (particularly at our businesses providing solutions for diagnostic testing and supporting vaccine & therapeutic production) “Base” business refers to revenue from the sale of products & services not directly addressing COVID-19 or the impact thereof
~$29B 2021E TOTAL REVENUE LIFE SCIENCES ~$14.9B DIAGNOSTICS ~$9.8B ENV. & APPLIED ~$4.7B Danaher Today Purpose-driven science & technology leaderAll financial metrics reflect FY 2021E results 4
LS 51% Dx 33% EAS 16% T&M 13% LS 33% Dental 14% Dx 31% EAS 22% 2018 2021E LS & Dx 40% Dental 13% T&M 13% Env. 18% Ind. 16% 2015 Purpose-Driven Portfolio Transformation Portfolio has evolved meaningfully2015 metrics shown include Fortive and Envista; 2018 metrics shown include Envista. Pie charts are shown as a % of total revenue. KEY PORTFOLIO MOVES SINCE 2015 ~$21B ~$20B ~$29BTOTAL ANNUAL REVENUE 5
CORE REVENUE GROWTH ~$4B ~$8B ~17% >25% ~45% ~75% +LSD +Low Teens Portfolio Transformation: A Stronger, Better Danaher Focus on growth & business model driving superior performance RECURRING REVENUE 2015 2019- 21E 2015 2021E 2015 2021E 2015 2021E OPERATING PROFIT MARGIN OPERATING CASH FLOW 6 2015 metrics shown include Fortive and Envista. 2019-21E core growth is avg. annual core growth for ’19, ’20, ’21E. Recurring Revenue is shown as a % of total revenue. The Company separates its goods & services between those typically sold to a customer on a recurring basis & those typically sold to a customer on a nonrecurring basis.
Differentiated Positioning in Bioprocessing Concentration & Sterile Filtration Filtration Skids & Consumables Media Bioreactor Depth Filter Chromatography Columns Polishing Column Devices Bags & Mixers DHR well-positioned across bioprocessing with ~$7.5B portfolio Cell culture & SUT Chromatography Filtration Resins Drug Product Aseptic FillingEquipment ~$7.5B DHR BIOPROCESSING REVENUE 2021E 7 SERVICE & SUPPORT SCALEPORTFOLIO Broadest portfolio across workflow and modality Best-in-class technical service & support Scale to reliably meet our customers’ needs
Putting It All Together 8 DANAHER MSD+ 100bps+ acceleration vs pre-2019 HSD ~$6B 2021E revenue (2x vs acq.) LDD ~$3.5B 2021E revenue (>10% of DHR) Durable long-term testing oppty. REST OF DANAHER MSD+ Benefit from continued investment spend CORE REVENUE GROWTH MSD+ OPERATING MARGIN EXPANSION 50-75BPS OMX STRONG FREE CASH FLOW >100% FCF / NI ACQUISITIONS FCF+ M&A SPEND TOP QUARTILE EPS GROWTH & COMPOUNDING RETURNS DD+ EPS GROWTH + + = + ANTICIPATED LONG-TERM ANNUAL PERFORMANCEANTICIPATED LONG-TERM CORE GROWTH RATE Expect core growth & earnings trajectory to accelerate