UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report May 3, 2006
(Date of earliest event reported)
DENTSPLY INTERNATIONAL INC
(Exact name of Company as specified in charter)
Delaware 0-16211 39-1434669
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
221 West Philadelphia Street, York, Pennsylvania 17405
(Address of principal executive offices) (Zip Code)
(717) 845-7511
(Company's telephone number including area code)
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:
_____ 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))
Item 2.02. - Results of Operations and Financial Condition
The following information is furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition."
On May 3, 2006, the Company issued a press release disclosing its first
quarter 2006 sales and earnings. This earnings release references net sales
excluding precious metal content and net income excluding certain unusual items,
both of which could be considered measures not calculated in accordance with
generally accepted accounting principles (non-GAAP measures). Due to the
fluctuations of precious metal prices and because the precious metal content of
the Company's sales is largely a pass-through to customers and has minimal
effect on earnings, the Company reports sales both with and without precious
metal content to show the Company's performance independent of precious metal
price volatility and to enhance comparability of performance between periods.
Earnings from continuing operations excluding certain unusual items is presented
to enhance the comparability between periods. A copy of the Company's press
release is attached hereto as Exhibit (99.1) and is hereby incorporated by
reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements - Not applicable.
(b) Exhibits:
99.1 The Dentsply International Inc. First Quarter 2006 earnings release
issued May 3, 2006 as referenced in Item 2.02.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
DENTSPLY INTERNATIONAL INC
(Company)
/s/William R. Jellison
William R. Jellison
Senior Vice President and
Chief Financial Officer
Date: May 3, 2006
NEWS
For Further
Information
Contact:
William R. Jellison FOR IMMEDIATE RELEASE
Senior Vice President and
Chief Financial Officer
(717) 849-4243
DENTSPLY International Inc.
Reports First Quarter 2006 Sales and Earnings
York, PA - May 3, 2006 -- DENTSPLY International Inc. (NASDAQ-XRAY) today
announced sales and earnings for the quarter ended March 31, 2006. Net sales
increased 5.9% to $431.0 million compared to $407.0 million reported for the
first quarter of 2005. Net sales, excluding precious metal content, increased
3.9% in the first quarter of 2006, compared to 2005. Sales, in the first quarter
of 2006, were positively affected by stronger European internal growth, but
negatively impacted by a stronger U.S. dollar compared to the same period last
year.
Net income for the first quarter of 2006 was $50.0 million, or $0.62 per diluted
share, an increase of 3.3% compared to income of $49.0 million, or $0.60 per
diluted share in the first quarter of 2005. Net income in the first quarter of
2006 included the net of tax impact of both expensing stock options of $3.2
million, ($0.04 per diluted share), and of restructuring costs of $3.1 million
($0.04 per diluted share).
On a pro forma basis, earnings, excluding restructuring costs but including the
expensing of stock options in both periods, which constitutes a non-GAAP
measure, were $53.1 million or $0.66 per diluted share in the first quarter of
2006, compared to $46.4 million or $0.56 per diluted share in the first quarter
of 2005. This is a 17.9% increase in diluted earnings per share. For a
reconciliation of this non-GAAP measure to earnings per share calculated
according to GAAP, see the attached table.
Gary Kunkle, Chairman and Chief Executive Officer, commented "We are pleased to
see an improvement in the German market, during the first quarter. While we do
not expect 2006 will return to 2004 levels in Germany, we do expect our European
growth to benefit from improvements in this important region throughout most of
2006."
Mr. Kunkle also stated, "We are also experiencing continued strong performance
in the all ceramic section of our prosthetics business, orthodontics and our
implant businesses, as we continue to gain market share in these important
categories. These positive trends along with other initiatives give us
confidence in maintaining our earnings guidance of $2.80 - $2.85 per diluted
share for 2006, including the expensing of stock options, but excluding
restructuring charges."
A conference call has been scheduled for Thursday, May 4 at 8:30 AM Eastern
Time. A live broadcast is available through Thomson Financial Services by
accessing DENTSPLY's website at www.dentsply.com. The Conference ID # is
8260278. In order to participate in the call, dial (877) 885-5820 (for domestic
calls) and (706) 643-9578 (for international calls). At that time, you will be
able to discuss the First Quarter Earnings with DENTSPLY's Chairman and Chief
Executive Officer, Mr. Gary Kunkle; President and Chief Operating Officer, Mr.
Bret Wise; and Senior Vice President and Chief Financial Officer, Mr. William
Jellison.
An on-line rebroadcast, as well as a transcript of the conference call, will be
available to the public following the conference call at the DENTSPLY website:
www.dentsply.com. A replay will be available for one week following the
conference call at (800) 642-1687 (for domestic calls) and (706) 645-9291 (for
international calls).
DENTSPLY designs, develops, manufactures and markets a broad range of products
for the dental market. The Company believes that it is the world's leading
manufacturer and distributor of dental prosthetics, precious metal dental
alloys, dental ceramics, endodontic instruments and materials, prophylaxis
paste, dental sealants, ultrasonic scalers, and crown and bridge materials; the
leading United States manufacturer and distributor of dental handpieces, dental
x-ray film holders, film mounts and bone substitute/grafting materials; and a
leading worldwide manufacturer or distributor of dental injectable anesthetics,
impression materials, orthodontic appliances, dental cutting instruments and
dental implants. The Company distributes its dental products in over 120
countries under some of the most well established brand names in the industry.
DENTSPLY is committed to the development of innovative, high quality,
cost-effective new products for the dental market.
This press release contains forward-looking information (within the meaning of
the Private Securities Litigation Reform Act of 1995) regarding future events or
the future financial performance of the Company that involve substantial risks
and uncertainties. Actual events or results may differ materially from those in
the projections or other forward-looking information set forth herein as a
result of certain risk factors. These risk factors include, without limitation;
the continued strength of dental markets, the timing, success and market
reception for our new and existing products, uncertainty with respect to
governmental actions with respect to dental products, outcome of litigation,
continued support of our products by influential dental professionals, and
changes in the general economic environment that could affect our business.
Changes in such assumptions or factors could produce significantly different
results.
For an additional description of risk factors, please refer to the Company's
Annual Report on Form 10-K and its subsequent periodic reports on Forms 10-Q
filed with the Securities and Exchange Commission.
Non-GAAP Financial Measures
DENTSPLY believes that the non-GAAP financial information provided in this
release may be useful to investors for comparison purposes because the Company
has historically provided similar information. The non-GAAP financial
information should not be considered in isolation from, or as a substitute for,
measures of financial performance prepared in accordance with GAAP.
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
----------------------
2006 2005
---------- ----------
NET SALES $ 430,996 $ 406,975
NET SALES - Ex Precious Metals 383,761 369,336
COST OF PRODUCTS SOLD 210,860 198,034
GROSS PROFIT 220,136 208,941
% OF NET SALES 51.1% 51.3%
% OF NET SALES - Ex Precious Metals 57.4% 56.6%
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES 145,431 138,548
RESTRUCTURING COSTS 4,697 268
---------- ----------
INCOME FROM OPERATIONS 70,008 70,125
% OF NET SALES 16.2% 17.2%
% OF NET SALES - Ex Precious Metals 18.2% 19.0%
NET INTEREST AND OTHER INCOME (1,201) (225)
---------- ----------
PRE-TAX INCOME 71,209 70,350
INCOME TAXES 21,205 21,301
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NET INCOME 50,004 49,049
========== ==========
% OF NET SALES 11.6% 12.1%
% OF NET SALES - Ex Precious Metals 13.0% 13.3%
EARNINGS PER SHARE
-BASIC $ 0.63 $ 0.61
-DILUTIVE $ 0.62 $ 0.60
DIVIDENDS PER SHARE $ 0.0700 $ 0.0600
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
-BASIC 78,999 80,703
-DILUTIVE 80,530 82,289
DENTSPLY INTERNATIONAL INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
2006 2005
------------- --------------
ASSETS
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 412,719 $ 434,525
ACCOUNTS AND NOTES RECEIVABLE-TRADE, NET 275,106 254,822
INVENTORIES, NET 226,442 208,179
OTHER CURRENT ASSETS 149,859 132,517
----------- -----------
TOTAL CURRENT ASSETS 1,064,126 1,030,043
PROPERTY,PLANT AND EQUIPMENT, NET 309,825 316,218
GOODWILL, NET 945,461 933,227
IDENTIFIABLE INTANGIBLES ASSETS, NET 67,707 68,600
OTHER NONCURRENT ASSETS, NET 55,035 59,241
----------- -----------
TOTAL ASSETS $ 2,442,154 $ 2,407,329
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES $ 778,267 $ 741,234
LONG-TERM DEBT 186,861 270,104
OTHER LIABILITIES 123,610 111,311
DEFERRED INCOME TAXES 43,757 42,912
---------- -----------
TOTAL LIABILITIES 1,132,495 1,165,561
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 183 188
STOCKHOLDERS' EQUITY 1,309,476 1,241,580
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,442,154 $ 2,407,329
============ ===========
DENTSPLY INTERNATIONAL INC.
(IN THOUSANDS EXCEPT PER SHARE DATA)
Earnings Summary:
The following tables present the reconciliation of reported GAAP net
income/(loss) in total and on a per share basis to the non-GAAP financial
measures.
Three Months Ended March 31, 2006:
Income Diluted
(Expense) Per Share
------------- -------------
Net Income $ 50,004 $ 0.62
Restructuring Costs 3,054 0.04
------------- -------------
Adjusted Non-GAAP Earnings $ 53,058 $ 0.66
============= =============
Three Months Ended March 31, 2005:
Income Diluted
(Expense) Per Share
--------------- -------------
Net Income $ 49,049 $ 0.60
Stock-Based Compensation Expense (2,773) (0.03)
Restructuring Costs 164 0.00
Rounding - (0.01)
------------- -------------
Adjusted Non-GAAP Earnings $ 46,440 $ 0.56
============= =============
