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
July 31, 2012 (July 31, 2012)
Date of Report (Date of earliest event reported)
0-16211
(Commission File Number)
DENTSPLY International Inc.
(Exact name of registrant as specified in its charter)
Delaware | 39-1434669 | |||
(State of Incorporation) | (IRS Employer Identification No.) | |||
221 West Philadelphia Street, | ||||
York, Pennsylvania | 17405-0872 | |||
(Address of principal executive offices) | (Zip Code) | |||
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
o 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 31, 2012, the Company issued a press release disclosing its second quarter sales and earnings. This earnings release references net sales, excluding precious metal content, and net income, adjusted for certain charges, 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 operations, adjusted for certain charges, are 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
(d) Exhibits:
99.1 The DENTSPLY International Inc. Second Quarter 2012 earnings release issued July 31, 2012, as referenced in Item 2.02.
2
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.
By: /s/William R. Jellison
Senior Vice President and
Chief Financial Officer
Date: July 31, 2012
3
News
For further information contact:
Derek Leckow
Vice President
Investor Relations
(717) 849-7863 For Immediate Release
DENTSPLY International Reports Record Second Quarter Results
• | Record second quarter net sales grew 30% on a constant currency basis excluding precious metals |
• | Record earnings per diluted share of $0.56 on a GAAP reported basis and $0.62 on an adjusted basis |
York, PA - July 31, 2012 - DENTSPLY International Inc. (NASDAQ: XRAY) today announced sales and earnings for the three months ended June 30, 2012. Net sales in the second quarter of 2012 increased 25.2% to $763.0 million from $609.4 million in the second quarter of 2011. Net sales, excluding precious metals content, of $698.5 million increased 23.8% from $564.0 million in the second quarter of 2011. Constant currency net sales growth, excluding precious metals content, in the second quarter was 30.0%, driven largely by acquisitions, but also supported by internal sales growth in the U.S., Europe, and Rest of World categories.
Net income attributable to DENTSPLY International for the second quarter of 2012 was $80.8 million, or $0.56 per diluted share, compared to $74.2 million, or $0.52 per diluted share in the second quarter of 2011. On an adjusted basis, excluding certain non-GAAP items, earnings increased to $0.62 per diluted share from $0.56 per diluted share in the second quarter of 2011. A reconciliation of the non-GAAP measure to earnings per share calculated on a GAAP basis is provided in the attached table.
Bret Wise, Chairman and Chief Executive Officer, stated “DENTSPLY continued to deliver strong results in the second quarter with record sales and earnings, and solid sequential improvement in operating margins. Our business continues to perform well, particularly in light of macroeconomic issues in the U.S. and Europe and a significant weakening of the euro during the quarter. In light of the recent trading range of the euro, we are updating our full year adjusted earnings expectations to a range of $2.18 to $2.24 from the prior range of of $2.22 to $2.30 per diluted share.”
Additional Information
A conference call is scheduled to begin today at 8:30 a.m. (Eastern Time) and a live webcast and accompanying slides will be accessible on DENTSPLY's website www.dentsply.com. In order to participate in the call, dial (888) 801-6497 for domestic calls, or (913) 312-0706 for international calls. The Conference ID # is 4125185. At that time, you will be able to discuss second quarter 2012 results 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 online 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), Replay Passcode # 4125185.
DENTSPLY International Inc. is a leading manufacturer and distributor of dental and other healthcare products. The Company believes it is the world's largest manufacturer of professional dental products. For over 110 years, DENTSPLY's commitment to innovation and professional collaboration has enhanced its portfolio of branded consumables and small equipment. Headquartered in the United States, the Company has global operations with sales in more than 120 countries. Visit www.dentsply.com for more information about DENTSPLY and its products.
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 and medical markets, the timing, success and market reception for our new and existing products, uncertainty with respect to governmental actions with respect to dental and medical products, outcome of litigation, continued support of our products by influential dental and medical professionals, our ability to successfully integrate acquisitions, risks associated with foreign currency exchange rates, and changes in the general economic environment that could affect the 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 most recent 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 US GAAP, the Company provides adjusted net income attributable to DENTSPLY International and adjusted earnings per diluted common share. These adjusted amounts consist of US GAAP amounts excluding, net of tax (1) acquisition related costs, (2) restructuring and other costs, (3) amortization of purchased intangible assets, (4) orthodontics business continuity costs, (5) income related to credit risk adjustments, (6) certain fair value adjustments at an unconsolidated affiliated company, and (7) income tax related adjustments. Adjusted earnings per diluted common share is calculated by dividing adjusted net income attributable to DENTSPLY International by diluted weighted-average common shares outstanding. Adjusted net income attributable to DENTSPLY International and adjusted earnings per diluted common share are considered measures not calculated in accordance with US GAAP, and therefore are non-US GAAP measures. These non-US GAAP measures may differ from other companies. Income tax related adjustments may include the impact to adjust the interim effective income tax rate to the expected annual effective tax rate.
The Company believes that the presentation of adjusted net income attributable to DENTSPLY International and adjusted earnings per diluted common share provides important supplemental information to management and investors seeking to understand the Company's financial condition and results of operations. The non-US GAAP financial information should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with US GAAP.
DENTSPLY INTERNATIONAL INC. | |||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Net sales | $ | 762,994 | $ | 609,443 | $ | 1,479,407 | $ | 1,179,946 | |||||||
Net sales, excluding precious metal content | 698,480 | 563,990 | 1,364,105 | 1,090,995 | |||||||||||
Cost of products sold | 355,525 | 294,592 | 679,188 | 565,111 | |||||||||||
Gross profit | 407,469 | 314,851 | 800,219 | 614,835 | |||||||||||
% of Net sales | 53.4 | % | 51.7 | % | 54.1 | % | 52.1 | % | |||||||
% of Net sales, excluding precious metal content | 58.3 | % | 55.8 | % | 58.7 | % | 56.4 | % | |||||||
Selling, general and administrative expenses | 296,034 | 210,984 | 600,388 | 411,751 | |||||||||||
Restructuring and other costs | 2,528 | 6,863 | 3,765 | 7,496 | |||||||||||
Operating income | 108,907 | 97,004 | 196,066 | 195,588 | |||||||||||
% of Net sales | 14.3 | % | 15.9 | % | 13.3 | % | 16.6 | % | |||||||
% of Net sales, excluding precious metal content | 15.6 | % | 17.2 | % | 14.4 | % | 17.9 | % | |||||||
Net interest and other expense | 13,321 | 4,574 | 27,288 | 9,159 | |||||||||||
Income before income taxes | 95,586 | 92,430 | 168,778 | 186,429 | |||||||||||
Provision for income taxes | 14,875 | 17,957 | 29,590 | 41,669 | |||||||||||
Equity in net income (loss) attributable | |||||||||||||||
to unconsolidated affiliated company | 1,329 | 917 | (2,919 | ) | 93 | ||||||||||
Net income | 82,040 | 75,390 | 136,269 | 144,853 | |||||||||||
% of Net sales | 10.8 | % | 12.4 | % | 9.2 | % | 12.3 | % | |||||||
% of Net sales, excluding precious metal content | 11.7 | % | 13.4 | % | 10.0 | % | 13.3 | % | |||||||
Less: Net income attributable to noncontrolling interests | 1,276 | 1,154 | 2,220 | 1,533 | |||||||||||
Net income attributable to DENTSPLY International | $ | 80,764 | $ | 74,236 | $ | 134,049 | $ | 143,320 | |||||||
% of Net sales | 10.6 | % | 12.2 | % | 9.1 | % | 12.1 | % | |||||||
% of Net sales, excluding precious metal content | 11.6 | % | 13.2 | % | 9.8 | % | 13.1 | % | |||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 0.57 | $ | 0.53 | $ | 0.95 | $ | 1.01 | |||||||
Dilutive | $ | 0.56 | $ | 0.52 | $ | 0.93 | $ | 1.00 | |||||||
Cash dividends declared per common share | $ | 0.055 | $ | 0.050 | $ | 0.110 | $ | 0.100 | |||||||
Weighted average common shares outstanding: | |||||||||||||||
Basic | 141,737 | 141,052 | 141,729 | 141,331 | |||||||||||
Dilutive | 143,863 | 143,373 | 143,908 | 143,694 | |||||||||||
DENTSPLY INTERNATIONAL INC. | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(In thousands) | |||||||
June 30, | December 31, | ||||||
2012 | 2011 | ||||||
Assets | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 53,210 | $ | 77,128 | |||
Accounts and notes receivable-trade, net | 462,233 | 427,709 | |||||
Inventories, net | 403,195 | 361,762 | |||||
Prepaid expenses and other current assets | 186,544 | 146,304 | |||||
Total Current Assets | 1,105,182 | 1,012,903 | |||||
Property, plant and equipment, net | 587,285 | 591,445 | |||||
Identifiable intangible assets, net | 947,747 | 791,100 | |||||
Goodwill, net | 2,036,084 | 2,190,063 | |||||
Other noncurrent assets, net | 194,458 | 169,887 | |||||
Total Assets | $ | 4,870,756 | $ | 4,755,398 | |||
Liabilities and Equity | |||||||
Current liabilities | $ | 748,203 | $ | 724,073 | |||
Long-term debt | 1,482,783 | 1,490,010 | |||||
Deferred income taxes | 334,673 | 249,822 | |||||
Other noncurrent liabilities | 316,098 | 407,342 | |||||
Total Liabilities | 2,881,757 | 2,871,247 | |||||
Total DENTSPLY International Equity | 1,951,569 | 1,848,077 | |||||
Noncontrolling interests | 37,430 | 36,074 | |||||
Total Equity | 1,988,999 | 1,884,151 | |||||
Total Liabilities and Equity | $ | 4,870,756 | $ | 4,755,398 | |||
DENTSPLY INTERNATIONAL INC. | ||||||
(In thousands) | ||||||
Operating Income Summary: | ||||||
The following tables present the reconciliation of reported GAAP operating income in total and on a percentage of net sales, excluding precious metal content, to the non-GAAP financial measures. | ||||||
Three Months Ended June 30, 2012 | ||||||
Operating Income (Loss) | Percentage of Net Sales, Excluding Precious Metal Content | |||||
Operating Income | $ | 108,907 | 15.6 | % | ||
Amortization of Purchased Intangible Assets | 12,685 | 1.9 | % | |||
Acquisition-Related Activities | 4,902 | 0.7 | % | |||
Restructuring and Other Costs | 2,910 | 0.4 | % | |||
Orthodontics Business Continuity Costs | 345 | — | % | |||
Adjusted Non-GAAP Operating Income | $ | 129,749 | 18.6 | % | ||
Three Months Ended June 30, 2011 | ||||||
Operating Income (Loss) | Percentage of Net Sales, Excluding Precious Metal Content | |||||
Operating Income | $ | 97,004 | 17.2 | % | ||
Acquisition-Related Activities | 5,866 | 1.0 | % | |||
Amortization of Purchased Intangible Assets | 2,245 | 0.4 | % | |||
Restructuring and Other Costs | 997 | 0.2 | % | |||
Orthodontics Business Continuity Costs | 720 | 0.1 | % | |||
Adjusted Non-GAAP Operating Income | $ | 106,832 | 18.9 | % | ||
DENTSPLY INTERNATIONAL INC. | ||||||
(In thousands) | ||||||
Operating Income Summary: | ||||||
The following tables present the reconciliation of reported GAAP operating income in total and on a percentage of net sales, excluding precious metal content, to the non-GAAP financial measures. | ||||||
Six Months Ended June 30, 2012 | ||||||
Operating Income (Loss) | Percentage of Net Sales, Excluding Precious Metal Content | |||||
Operating Income | $ | 196,066 | 14.4 | % | ||
Amortization of Purchased Intangible Assets | 28,047 | 2.1 | % | |||
Acquisition-Related Activities | 12,436 | 1.0 | % | |||
Restructuring and Other Costs | 4,640 | 0.3 | % | |||
Orthodontics Business Continuity Costs | 961 | — | % | |||
Adjusted Non-GAAP Operating Income | $ | 242,150 | 17.8 | % | ||
Six Months Ended June 30, 2011 | ||||||
Operating Income (Loss) | Percentage of Net Sales, Excluding Precious Metal Content | |||||
Operating Income | $ | 195,588 | 17.9 | % | ||
Acquisition-Related Activities | 5,992 | 0.6 | % | |||
Amortization of Purchased Intangible Assets | 4,511 | 0.4 | % | |||
Restructuring and Other Costs | 1,505 | 0.1 | % | |||
Orthodontics Business Continuity Costs | 720 | 0.1 | % | |||
Adjusted Non-GAAP Operating Income | $ | 208,316 | 19.1 | % | ||
DENTSPLY INTERNATIONAL INC. | |||||||
(In thousands, except per share amounts) | |||||||
Earnings Summary: | |||||||
The following tables present the reconciliation of reported GAAP net income attributable to DENTSPLY International and on a per share basis to the non-GAAP financial measures. | |||||||
Three Months Ended June 30, 2012 | |||||||
Income | Diluted | ||||||
(Expense) | Per Share | ||||||
Net Income Attributable to DENTSPLY International | $ | 80,764 | $ | 0.56 | |||
Amortization of Purchased Intangible Assets, Net of Tax | 9,007 | 0.06 | |||||
Acquisition -Related Activities, Net of Tax and Non-Controlling Interests | 2,993 | 0.02 | |||||
Restructuring and Other Costs, Net of Tax | 1,990 | 0.02 | |||||
Orthodontics Business Continuity Costs, Net of Tax | 213 | — | |||||
Gain on Fair Value Adjustments at an Unconsolidated Affiliated Company, Net of Tax | (1,062 | ) | (0.01 | ) | |||
Income Tax-Related Adjustments | (5,378 | ) | (0.03 | ) | |||
Adjusted Non-GAAP Net Income Attributable to DENTSPLY International | $ | 88,527 | $ | 0.62 | |||
Three Months Ended June 30, 2011 | |||||||
Income | Diluted | ||||||
(Expense) | Per Share | ||||||
Net Income Attributable to DENTSPLY International | $ | 74,236 | $ | 0.52 | |||
Acquisition -Related Activities, Net of Tax | 6,164 | 0.04 | |||||
Amortization of Purchased Intangible Assets, Net of Tax | 1,497 | 0.01 | |||||
Restructuring and Other Costs, Net of Tax | 591 | 0.01 | |||||
Orthodontics Business Continuity Costs, Net of Tax | 442 | 0.01 | |||||
Credit Risk Adjustment to Outstanding Derivatives, Net of Tax | (783 | ) | (0.01 | ) | |||
Income Tax-Related Adjustments | (977 | ) | (0.01 | ) | |||
Gain on Fair Value Adjustments at an Unconsolidated Affiliated Company, Net of Tax | (1,180 | ) | (0.01 | ) | |||
Adjusted Non-GAAP Net Income Attributable to DENTSPLY International | $ | 79,990 | $ | 0.56 | |||
DENTSPLY INTERNATIONAL INC. | |||||||
(In thousands, except per share amounts) | |||||||
Earnings Summary: | |||||||
The following tables present the reconciliation of reported GAAP net income attributable to DENTSPLY International and on a per share basis to the non-GAAP financial measures. | |||||||
Six Months Ended June 30, 2012 | |||||||
Income | Diluted | ||||||
(Expense) | Per Share | ||||||
Net Income Attributable to DENTSPLY International | $ | 134,049 | $ | 0.93 | |||
Amortization of Purchased Intangible Assets, Net of Tax | 19,989 | 0.14 | |||||
Acquisition -Related Activities, Net of Tax | 7,789 | 0.05 | |||||
Loss on Fair Value Adjustments at an Unconsolidated Affiliated Company, Net of Tax | 3,595 | 0.03 | |||||
Restructuring and Other Costs, Net of Tax | 3,154 | 0.02 | |||||
Orthodontics Business Continuity Costs, Net of Tax | 621 | — | |||||
Income Tax-Related Adjustments | (5,414 | ) | (0.03 | ) | |||
Adjusted Non-GAAP Net Income Attributable to DENTSPLY International | $ | 163,783 | $ | 1.14 | |||
Six Months Ended June 30, 2011 | |||||||
Income | Diluted | ||||||
(Expense) | Per Share | ||||||
Net Income Attributable to DENTSPLY International | $ | 143,320 | $ | 1.00 | |||
Acquisition -Related Activities, Net of Tax | 6,241 | 0.05 | |||||
Amortization of Purchased Intangible Assets, Net of Tax | 3,006 | 0.02 | |||||
Restructuring and Other Costs, Net of Tax | 874 | 0.01 | |||||
Orthodontics Business Continuity Costs, Net of Tax | 442 | — | |||||
Gain on Fair Value Adjustments at an Unconsolidated Affiliated Company, Net of Tax | (260 | ) | — | ||||
Income Tax-Related Adjustments | (781 | ) | (0.01 | ) | |||
Credit Risk Adjustment to Outstanding Derivatives, Net of Tax | (783 | ) | (0.01 | ) | |||
Adjusted Non-GAAP Net Income Attributable to DENTSPLY International | $ | 152,059 | $ | 1.06 | |||
DENTSPLY INTERNATIONAL INC. | ||||||||||
(In thousands, except per share amounts) | ||||||||||
Operating Tax Rate Summary: | ||||||||||
The following tables present the reconciliation of reported GAAP effective tax rate as a percentage of income before income taxes to the non-GAAP financial measure. | ||||||||||
Three Months Ended June 30, 2012 | ||||||||||
Pre-tax Income | Income Tax Benefit (Expense) | Percentage of Pre-Tax Income | ||||||||
As Reported - GAAP Operating Results | $ | 95,586 | $ | (14,875 | ) | 15.6 | % | |||
Amortization of Purchased Intangible Assets | 12,685 | (3,678 | ) | |||||||
Acquisition-Related Activities | 4,902 | (1,909 | ) | |||||||
Restructuring and Other Costs | 2,910 | (920 | ) | |||||||
Orthodontics Business Continuity Costs | 345 | (132 | ) | |||||||
Loss on Fair Value Adjustments at an Unconsolidated Affiliated Company | (95 | ) | 29 | |||||||
Income Tax-Related Adjustments | — | (5,378 | ) | |||||||
As Adjusted - Non-GAAP Operating Results | $ | 116,333 | $ | (26,863 | ) | 23.1 | % | |||
Three Months Ended June 30, 2011 | ||||||||||
Pre-tax Income | Income Tax Benefit (Expense) | Percentage of Pre-Tax Income | ||||||||
As Reported - GAAP Operating Results | $ | 92,430 | $ | (17,957 | ) | 19.4 | % | |||
Acquisition-Related Activities | 6,265 | (488 | ) | |||||||
Amortization of Purchased Intangible Assets | 2,245 | (746 | ) | |||||||
Restructuring and Other Costs | 997 | (407 | ) | |||||||
Orthodontics Business Continuity Costs | 720 | (278 | ) | |||||||
Credit Risk Adjustment to Outstanding Derivatives | (1,275 | ) | 492 | |||||||
Income Tax-Related Adjustments | — | (977 | ) | |||||||
As Adjusted - Non-GAAP Operating Results | $ | 101,382 | $ | (20,361 | ) | 20.1 | % | |||
DENTSPLY INTERNATIONAL INC. | ||||||||||
(In thousands, except per share amounts) | ||||||||||
Operating Tax Rate Summary: | ||||||||||
The following tables present the reconciliation of reported GAAP effective tax rate as a percentage of income before income taxes to the non-GAAP financial measure. | ||||||||||
Six Months Ended June 30, 2012 | ||||||||||
Pre-tax Income | Income Tax Benefit (Expense) | Percentage of Pre-Tax Income | ||||||||
As Reported - GAAP Operating Results | $ | 168,778 | $ | (29,590 | ) | 17.5 | % | |||
Amortization of Purchased Intangible Assets | 28,047 | (8,058 | ) | |||||||
Acquisition-Related Activities | 12,436 | (4,647 | ) | |||||||
Restructuring and Other Costs | 4,640 | (1,486 | ) | |||||||
Orthodontics Business Continuity Costs | 961 | (340 | ) | |||||||
Loss on Fair Value Adjustments at an Unconsolidated Affiliated Company | 178 | (54 | ) | |||||||
Income Tax-Related Adjustments | — | (5,414 | ) | |||||||
As Adjusted - Non-GAAP Operating Results | $ | 215,040 | $ | (49,589 | ) | 23.1 | % | |||
Six Months Ended June 30, 2011 | ||||||||||
Pre-tax Income | Income Tax Benefit (Expense) | Percentage of Pre-Tax Income | ||||||||
As Reported - GAAP Operating Results | $ | 186,429 | $ | (41,669 | ) | 22.4 | % | |||
Acquisition-Related Activities | 6,391 | (538 | ) | |||||||
Amortization of Purchased Intangible Assets | 4,511 | (1,505 | ) | |||||||
Restructuring and Other Costs | 1,505 | (631 | ) | |||||||
Orthodontics Business Continuity Costs | 720 | (278 | ) | |||||||
Credit Risk Adjustment to Outstanding Derivatives | (1,275 | ) | 492 | |||||||
Income Tax-Related Adjustments | (781 | ) | ||||||||
As Adjusted - Non-GAAP Operating Results | $ | 198,281 | $ | (44,910 | ) | 22.6 | % | |||