-----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, JAMATBwtyjhJD4VQdR5GTwL4gKXkaAOAaXnpgOz06T91qnzPekLbo7Uu3EStLcyh nKBFNdyIATK/HLf2F5uCmA== 0000818479-06-000032.txt : 20060504 0000818479-06-000032.hdr.sgml : 20060504 20060504072624 ACCESSION NUMBER: 0000818479-06-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 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: 06805969 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 f8kq106.txt 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 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 EX-99 2 ex991.txt EX-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 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 ---------- ---------- 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 ============= =============
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