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 July 29, 2009

(Date of earliest event reported)

 

Commission File Number 0-16211

 

DENTSPLY INTERNATIONAL INC

(Exact name of registrant as specified in its charter)

 

 

 

221 West Philadelphia Street,

 

 

Registrant's telephone number, including area code:

(717) 845-7511

 

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 July 29, 2009, the Company issued a press release disclosing its second quarter 2009 sales and earnings. This earnings release references net sales, excluding precious metal content, and net income, excluding certain unusual items, both of which are 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. Second Quarter 2009 earnings release issued July 29, 2009 as referenced in Item 2.02.

 

 

 

SIGNATURE

 

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)

 

 

William R. Jellison

Senior Vice President and

Chief Financial Officer

 

Date: July 29, 2009

 

 

 

 

 

 

NEWS

 

For Further

Information

Contact:

 

Senior Vice President and

Chief Financial Officer

(717) 849-4243

 

DENTSPLY International Inc.

Reports Second Quarter 2009 Sales and Earnings

 

York, PA – July 29, 2009 -- DENTSPLY International Inc. (NASDAQ–XRAY) today announced sales and earnings for the three months ended June 30, 2009. Net sales in the second quarter of 2009 decreased 7.0% to $553.2 million compared to $594.8 million reported for the second quarter of 2008. Net sales, without precious metal content, decreased 5.6% to $511.9 million in the second quarter of 2009. The change in net sales, excluding precious metal content, was driven by currency translation, which reduced sales by 6.1%, offset by 0.5% growth on a constant currency basis which includes acquisitions.

 

Net income for the second quarter of 2009 was $70.2 million, or $0.47 per diluted share, compared to $0.52 per diluted share in the second quarter of 2008. Net income in the second quarter of 2009 included the net of tax impact of restructuring and other costs of $2.2 million, a net of tax impact for recent acquisition-related activities of $0.5 million and a net charge for income tax-related adjustments of $0.2 million, which in aggregate reduced earnings per share on a net basis by less than $.02 per diluted share. The second quarter of 2008 included a net of tax interest benefit resulting from the provisions of SFAS 157 “Fair Value Measurements” of $1.1 million, the net of tax impact of restructuring and other costs of $0.9 million, and a net charge for income tax-related adjustments of $1.0 million, which in aggregate reduced earnings per share on a net basis by less than $.01 per diluted share. For a reconciliation of GAAP and non-GAAP measures, see the attached table.

 

Bret Wise, Chairman and Chief Executive Officer, stated “We are pleased to have once again delivered constant currency sales growth, excluding precious metals content. Despite a difficult economic environment, our businesses continue to execute well and our earnings and cash flow are solid. This affirms the resilience of the global dental market and the strength of our business model. While uncertainty continues to surround the global economy, based on our results to-date and current outlook, we are confirming our full year earnings per diluted share guidance of $1.80 to $1.90, on a non-GAAP basis.”

 

ADDITIONAL INFORMATION

 

A conference call has been scheduled for Thursday, July 30, 2009 at 8:30 AM Eastern Time. A live broadcast is available through Shareholder.com by accessing DENTSPLY’s website at www.dentsply.com. In order to participate in the call, dial (877) 397-0235 (for domestic calls) and (719) 325-4854 (for international calls). The Conference ID # is 7450415. At that time, you will be able to discuss the second quarter earnings with DENTSPLY’s Chairman and Chief Executive Officer, Mr. Bret Wise; President and Chief Operating Officer, Mr. Chris Clark; and Senior Vice President and Chief Financial Officer, Mr. William Jellison.

 

A rebroadcast of the conference call will be available to the public on-line at the DENTSPLY website www.dentsply.com. You may also access a dial-in replay for one week following the call at (888) 203-1112 (for domestic calls) or (719) 457-0820 (for international calls), Passcode # 7450415.

 

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 implants, impression materials, orthodontic appliances, dental cutting instruments, infection control products, and dental injectable anesthetics. 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

 

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provided adjusted operating income, adjusted net income and adjusted earnings per diluted share.  These adjusted amounts consist of GAAP amounts excluding (1) restructuring and other costs, (2) acquisition-related charges and (3) income tax-related adjustments.  Adjusted earnings per diluted share are calculated by dividing adjusted net income by diluted weighted-average shares outstanding.  The Company also provided an operational tax rate, which is the Company’s effective tax rate, a GAAP measure, adjusted for certain one-time charges.  Adjusted operating income, adjusted net income, adjusted earnings per diluted share and operating tax rate are considered measures not calculated in accordance with GAAP, and therefore are non-GAAP measures.  These non-GAAP measures may differ from other companies.

 

The Company believes that the presentation of adjusted operating income, adjusted net income, adjusted earnings per diluted share and operating tax rate provides important supplemental information to management and investors seeking to understand the Company’s financial condition and results of operations.  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.