-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P+NCV3ouYLf4faRF5ekKOpC4RJrjyy+ldtSPA58bSgWzxeyNn62LuRDlNL4uhHX1 7K9cxdwajtPVCbh1xVMj8A== 0000818479-05-000063.txt : 20050727 0000818479-05-000063.hdr.sgml : 20050727 20050726184424 ACCESSION NUMBER: 0000818479-05-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050726 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENTSPLY INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000818479 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 391434669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16211 FILM NUMBER: 05975310 BUSINESS ADDRESS: STREET 1: SUSQUEHANNA COMMERCE CENTER STREET 2: 221 W. PHILADELPHIA STREET CITY: YORK STATE: PA ZIP: 17405 BUSINESS PHONE: 7178457511 MAIL ADDRESS: STREET 1: SUSQUEHANNA COMMERCE CENTER STREET 2: 221 W. PHILADELPHIA STREET CITY: YORK STATE: PA ZIP: 17405 FORMER COMPANY: FORMER CONFORMED NAME: GENDEX CORP DATE OF NAME CHANGE: 19920703 8-K 1 f8kq205er.txt FORM 8-K 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 26, 2005 (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 July 26, 2005, the Company issued a press release disclosing its second quarter 2005 sales and earnings. This earnings release references net sales excluding precious metal content, which could be considered a measure not calculated in accordance with generally accepted accounting principles (a non-GAAP measure). 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. 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 2005 sales and earnings release issued July 26, 2005 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: July 26, 2005 EX-99 2 ex991.txt EXHIBIT 99.1 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 Second Quarter 2005 Sales and Earnings York, PA - July 26, 2005 -- DENTSPLY International Inc. (NASDAQ-XRAY) today announced sales and earnings for the quarter ended June 30, 2005. Net sales increased 4.8% to $444.8 million compared to $424.4 million reported for the second quarter of 2004. Net sales, excluding precious metal content, increased 7.4% in the second quarter of 2005. Solid sales in a number of product areas and through most geographic regions continued to drive the business forward. The German market remained weak from the impact of the changes in reimbursement for dental procedures, however began showing some signs of improvement. Net income from continuing operations for the second quarter of 2005 was $57.9 million, or $0.71 per diluted share, an increase of 18.3% in diluted earnings per share from continuing operations compared to income from continuing operations of $49.2 million, or $0.60 per diluted share in the second quarter of 2004. The second quarter includes a net reduction of income tax expense of $1.8 million ($0.02 per diluted share) related to the settlement of audits of tax returns associated with prior periods. Gary Kunkle, Chairman and Chief Executive Officer, stated that, "Our continuous flow of new products remains a driving force in growing our businesses around the world. We have made considerable progress in our major product categories and markets during the second quarter. The German market, however, remains weak relative to 2004, but has shown significant improvement versus the first quarter of 2005." Mr. Kunkle also stated, "We are very pleased with the progress we have made during this period. This gives us further confidence in re-confirming our year-end 2005 earnings guidance of $2.59-2.63 per dilutive share. The Company is also anticipating taking advantage of repatriating foreign earnings under Section 965 of the Internal Revenue Code however we are still finalizing our plans, including the size and timing of any repatriation. The tax impact of this potential repatriation is not included in our current earnings guidance for the year." DENTSPLY will hold a conference call on Wednesday, July 27, 2005 at 8:30 AM Eastern Time. To access the call, dial 877-885-5820 (for domestic calls) and 706-643-9578 (for international calls). Conference I.D.: 7802293. This conference call will be broadcast live on the Internet at: www.dentsply.com. An audio replay of the conference call will be available for two weeks. To access the replay, please dial (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 injectible 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, 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. DENTSPLY INTERNATIONAL INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ----------------------------- ----------------------------- 2005 2004 2005 2004 ------------- ----------- ------------- ----------- NET SALES $ 444,834 $ 424,408 $ 851,809 $ 838,767 NET SALES - Ex Precious Metals 400,759 373,181 770,095 731,770 COST OF PRODUCTS SOLD 217,551 212,352 415,585 422,819 GROSS PROFIT 227,283 212,056 436,224 415,948 % OF NET SALES 51.1% 50.0% 51.2% 49.6% % OF NET SALES - Ex Precious Metals 56.7% 56.8% 56.6% 56.8% SELLING, GENERAL & ADMINISTRATIVE EXPENSES 146,376 134,158 284,924 267,220 RESTRUCTURING (INCOME) COSTS (228) 333 40 1,057 --------- --------- --------- --------- INCOME FROM OPERATIONS 81,135 77,565 151,260 147,671 % OF NET SALES 18.2% 18.3% 17.8% 17.6% % OF NET SALES - Ex Precious Metals 20.2% 20.8% 19.6% 20.2% NET INTEREST AND OTHER EXPENSE 682 5,214 457 10,710 --------- --------- --------- --------- PRE-TAX INCOME 80,453 72,351 150,803 136,961 INCOME TAXES 22,560 23,129 43,861 41,971 --------- --------- --------- --------- INCOME FROM CONTINUING OPERATIONS 57,893 49,222 106,942 94,990 % OF NET SALES 13.0% 11.6% 12.6% 11.3% % OF NET SALES - Ex Precious Metals 14.4% 13.2% 13.9% 13.0% (LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX (INCLUDING GAIN ON SALE IN 2004 OF $43,031) -- (179) -- 42,885 --------- --------- --------- --------- NET INCOME $ 57,893 $ 49,043 $ 106,942 $ 137,875 ========= ========= ========= ========= EARNINGS PER SHARE - BASIC: CONTINUING OPERATIONS $ 0.72 $ 0.61 $ 1.33 $ 1.18 DISCONTINUED OPERATIONS -- -- -- 0.54 --------- --------- --------- --------- TOTAL EARNINGS PER SHARE $ 0.72 $ 0.61 $ 1.33 $ 1.72 ========= ========= ========= ========= EARNINGS PER SHARE - DILUTIVE: CONTINUING OPERATIONS $ 0.71 $ 0.60 $ 1.31 $ 1.16 DISCONTINUED OPERATIONS -- -- -- 0.53 --------- --------- --------- --------- TOTAL EARNINGS PER SHARE $ 0.71 $ 0.60 $ 1.31 $ 1.69 ========= ========= ========= ========= DIVIDENDS PER SHARE $ 0.0600 $ 0.0525 $ 0.1200 $ 0.1050 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC 80,137 80,493 80,418 80,208 -DILUTIVE 81,608 82,089 81,941 81,796
CONDENSED BALANCE SHEETS (UNAUDITED, IN THOUSANDS) JUNE 30, DECEMBER 31, 2005 2004 --------- ---------- ASSETS CURRENT ASSETS: CASH AND CASH EQUIVALENTS $ 365,675 $ 506,369 ACCOUNTS AND NOTES RECEIVABLE-TRADE, NET 264,637 238,873 INVENTORIES, NET 224,224 213,709 OTHER CURRENT ASSETS 92,592 97,458 TOTAL CURRENT ASSETS 947,128 1,056,409 PROPERTY,PLANT AND EQUIPMENT, NET 378,114 407,527 GOODWILL, NET 954,802 996,262 IDENTIFIABLE INTANGIBLES ASSETS, NET 239,052 258,084 OTHER NONCURRENT ASSETS, NET 53,226 79,863 TOTAL ASSETS $2,572,322 $2,798,145 LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES $ 373,409 $ 404,607 LONG-TERM DEBT 658,077 779,940 OTHER LIABILITIES 108,145 110,829 DEFERRED INCOME TAXES 64,381 58,196 ---------- ---------- TOTAL LIABILITIES 1,204,012 1,353,572 MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 603 600 STOCKHOLDERS' EQUITY 1,367,707 1,443,973 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,572,322 $2,798,145 -----END PRIVACY-ENHANCED MESSAGE-----