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 April 29, 2010
(Date of
earliest event reported)
Commission
File Number 0-16211
DENTSPLY
International Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
39-1434669
|
|
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(State
of Incorporation)
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(IRS
Employer Identification No.)
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221
West Philadelphia Street,
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||
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York,
Pennsylvania
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17405-0872
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(Address
of principal executive offices)
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(Zip
Code)
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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
April 29, 2010, the Company issued a press release disclosing its first quarter
2010 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 2010 earnings release issued April 29,
2010 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.
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DENTSPLY
INTERNATIONAL INC
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|
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(Company)
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|
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/s/
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William
R. Jellison
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William
R. Jellison
|
|
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Senior
Vice President and
|
|
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Chief
Financial Officer
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Date:
April 29, 2010
NEWS
For
Further
Information
Contact:
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William
R. Jellison
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FOR
IMMEDIATE RELEASE
|
|
Senior
Vice President and
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|
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Chief
Financial Officer
|
|
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(717)
849-4243
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DENTSPLY
International Inc.
Reports
2010 First Quarter Results
- First
quarter net sales increased 7.7%
- Non-GAAP
earnings per share increased 2.3% to $0.44
York, PA – April 29, 2010 —
DENTSPLY International Inc. (NASDAQ–XRAY) today announced sales and
earnings for the three months ended March 31, 2010. Net sales in the
first quarter of 2010 increased 7.7% to $545.9 million compared to $506.9
million reported for the first quarter of 2009. Net sales, excluding
precious metal content, were $497.5 million, a 6.8% increase compared to the
first quarter of 2009. Net sales, excluding precious metal content, were
favorably impacted by strengthening internal growth, the benefit of a weaker
U.S. dollar in the period, and acquisitions. Net sales of dental consumable
products and dental specialty products continued to generate positive internal
growth in the period.
Net
income attributable to DENTSPLY International for the first quarter of 2010 was
$61.8 million, or $0.41 per diluted share, compared to $0.41 per diluted share
in the first quarter of 2009. Net income attributable to DENTSPLY
International in the first quarter of 2010 included the net of tax impact of
restructuring and other costs of $2.8 million, a $0.4 million net of tax impact
for acquisition-related activities and a net charge for income tax-related
adjustments of $0.4 million. Net income attributable to DENTSPLY
International in the first quarter of 2009 included the net of tax impact of
restructuring and other costs of $1.0 million, a $1.1 million net of tax impact
for acquisition-related activities and a net charge for income tax-related
adjustments of $0.3 million. These items, in aggregate, reduced
earnings on a net basis by $0.03 per diluted share in the first quarter of 2010
and $0.02 per diluted share in the first quarter of 2009. For a
reconciliation of the non-GAAP measure to earnings per share calculated
according to GAAP, see the attached table.
Bret
Wise, Chairman and Chief Executive Officer, stated “We are beginning to see the
early signs of growth returning to the dental markets in several geographies and
product categories, and are also continuing to see momentum in a number of our
businesses beyond market growth. We are encouraged by the early results
from the investments we made late last year in incremental sales and marketing
resources, and continue to enjoy a robust pipeline of new product
innovations. These factors give us continued confidence in our full
year 2010 earnings guidance of $1.90 to $2.00.” This guidance for
earnings per diluted share is on a non-GAAP basis, excluding restructuring and
other costs, acquisition-related activities and income tax-related
adjustments.
ADDITIONAL
INFORMATION
A
conference call has been scheduled for Thursday, April 29, 2010 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 (888) 778-9067 (for domestic calls) and (913)
312-0645 (for international calls). The Conference ID # is
3478481. At that time, you will be able to discuss the first 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), pass code # 3478481.
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 attributable to DENTSPLY International and
adjusted earnings per diluted share. These adjusted amounts consist of
GAAP amounts excluding (1) restructuring and other costs, (2)
acquisition-related charges, (3) adoption of certain new accounting standards,
and (4) income tax-related adjustments. Adjusted earnings per diluted
share are calculated by dividing adjusted net income attributable to DENTSPLY
International 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 attributable to DENTSPLY International,
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 attributable to DENTSPLY International, 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.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(IN
THOUSANDS EXCEPT PER SHARE DATA)
|
THREE
MONTHS ENDED
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||||||||
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MARCH
31,
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||||||||
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2010
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2009
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|||||||
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NET
SALES
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$ | 545,944 | $ | 506,949 | ||||
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NET
SALES - Ex Precious Metal Content
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497,486 | 465,650 | ||||||
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COST
OF PRODUCTS SOLD
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263,906 | 241,217 | ||||||
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GROSS
PROFIT
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282,038 | 265,732 | ||||||
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%
OF NET SALES
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51.7 | % | 52.4 | % | ||||
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%
OF NET SALES - Ex Precious Metal Content
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56.7 | % | 57.1 | % | ||||
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||||||||
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SELLING,
GENERAL & ADMINISTRATIVE
EXPENSES
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188,034 | 177,987 | ||||||
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RESTRUCTURING
AND OTHER COSTS
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4,680 | 1,570 | ||||||
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INCOME
FROM OPERATIONS
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89,324 | 86,175 | ||||||
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%
OF NET SALES
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16.4 | % | 17.0 | % | ||||
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%
OF NET SALES - Ex Precious Metal Content
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18.0 | % | 18.5 | % | ||||
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NET
INTEREST AND OTHER NON OPERATING EXPENSE
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5,878 | 5,114 | ||||||
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PRE-TAX
INCOME
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83,446 | 81,061 | ||||||
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INCOME
TAXES
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21,255 | 21,131 | ||||||
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NET
INCOME
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$ | 62,191 | $ | 59,930 | ||||
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%
OF NET SALES
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11.4 | % | 11.8 | % | ||||
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%
OF NET SALES - Ex Precious Metal Content
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12.5 | % | 12.9 | % | ||||
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LESS: NET INCOME
(LOSS) ATTRIBUTABLE TO
THE NONCONTROLLING
INTERESTS
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348 | (1,813 | ) | |||||
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NET
INCOME ATTRIBUTABLE TO DENTSPLY INTERNATIONAL
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$ | 61,843 | $ | 61,743 | ||||
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%
OF NET SALES
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11.3 | % | 12.2 | % | ||||
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%
OF NET SALES - Ex Precious Metal Content
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12.4 | % | 13.3 | % | ||||
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EARNINGS
PER COMMON SHARE
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||||||||
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-BASIC
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$ | 0.42 | $ | 0.42 | ||||
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-DILUTIVE
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$ | 0.41 | $ | 0.41 | ||||
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DIVIDENDS
PER COMMON SHARE
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$ | 0.05 | $ | 0.05 | ||||
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WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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||||||||
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-BASIC
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146,776 | 148,514 | ||||||
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-DILUTIVE
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149,294 | 149,705 | ||||||
DENTSPLY
INTERNATIONAL INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(IN
THOUSANDS)
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MARCH
31,
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DECEMBER
31,
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|||||||
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2010
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2009
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|||||||
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ASSETS
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||||||||
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CURRENT
ASSETS:
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||||||||
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CASH
AND CASH EQUIVALENTS
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$ | 405,017 | $ | 450,348 | ||||
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ACCOUNTS
AND NOTES RECEIVABLE-TRADE, NET
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355,030 | 348,684 | ||||||
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INVENTORIES,
NET
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301,198 | 291,640 | ||||||
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OTHER
CURRENT ASSETS
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117,209 | 127,124 | ||||||
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TOTAL
CURRENT ASSETS
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1,178,454 | 1,217,796 | ||||||
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PROPERTY,
PLANT AND EQUIPMENT, NET
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420,779 | 439,619 | ||||||
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IDENTIFIABLE
INTANGIBLE ASSETS, NET
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83,515 | 89,086 | ||||||
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GOODWILL,
NET
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1,279,103 | 1,312,596 | ||||||
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OTHER
NONCURRENT ASSETS, NET
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24,896 | 28,835 | ||||||
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TOTAL
ASSETS
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$ | 2,986,747 | $ | 3,087,932 | ||||
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LIABILITIES
AND EQUITY
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||||||||
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CURRENT
LIABILITIES
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$ | 327,435 | $ | 444,556 | ||||
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LONG-TERM
DEBT
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457,565 | 387,151 | ||||||
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DEFERRED
INCOME TAXES
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70,166 | 72,524 | ||||||
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OTHER
LIABILITIES
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248,963 | 276,743 | ||||||
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TOTAL
LIABILITIES
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1,104,129 | 1,180,974 | ||||||
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EQUITY
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1,811,188 | 1,832,105 | ||||||
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NONCONTROLLING
INTERESTS
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71,430 | 74,853 | ||||||
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TOTAL
LIABILITIES AND EQUITY
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$ | 2,986,747 | $ | 3,087,932 | ||||
DENTSPLY
INTERNATIONAL INC.
(IN
THOUSANDS EXCEPT PER SHARE DATA)
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 March 31, 2010
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Percentage
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||||||||
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|
Operating
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of
Net Sales,
|
||||||
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|
Income
(Expense)
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Ex
Precious Metal
Content
|
||||||
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||||||||
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Income
from Operations
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$ | 89,324 | 18.0 | % | ||||
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|
||||||||
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Restructuring
and Other Costs
|
4,680 | 0.9 | % | |||||
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|
||||||||
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Acquisition-Related
Activities
|
518 | 0.1 | % | |||||
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|
||||||||
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Adjusted
Non-GAAP Operating Earnings
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$ | 94,522 | 19.0 | % | ||||
Three Months Ended March 31,
2009
|
Percentage
|
||||||||
|
|
Operating
|
of
Net Sales,
|
||||||
|
|
Income
(Expense)
|
Ex
Precious Metal
Content
|
||||||
|
|
||||||||
|
Income
from Operations
|
$ | 86,175 | 18.5 | % | ||||
|
|
||||||||
|
Restructuring
and Other Costs
|
1,570 | 0.3 | % | |||||
|
|
||||||||
|
Acquisition-Related
Activities
|
2,604 | 0.6 | % | |||||
|
|
||||||||
|
Adjusted
Non-GAAP Operating Earnings
|
$ | 90,349 | 19.4 | % | ||||
DENTSPLY
INTERNATIONAL INC.
(IN
THOUSANDS EXCEPT PER SHARE DATA)
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 March 31, 2010
|
|
Income
|
Diluted
|
||||||
|
|
(Expense)
|
Per Share
|
||||||
|
|
|
|||||||
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Net
Income Attributable to DENTSPLY International
|
$ | 61,843 | $ | 0.41 | ||||
|
|
||||||||
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Restructuring
and Other Costs, Net of Tax and Noncontrolling Interests
|
2,791 | 0.02 | ||||||
|
|
||||||||
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Acquisition-Related
Activities, Net of Tax and Noncontrolling Interests
|
387 | 0.00 | ||||||
|
|
||||||||
|
Income
Tax-Related Adjustments
|
437 | 0.00 | ||||||
|
|
||||||||
|
Rounding
|
0.01 | |||||||
|
|
||||||||
|
Adjusted
Non-GAAP Earnings
|
$ | 65,458 | $ | 0.44 | ||||
Three
Months Ended March 31, 2009
|
|
Income
|
Diluted
|
||||||
|
|
(Expense)
|
Per Share
|
||||||
|
|
|
|||||||
|
Net
Income Attributable to DENTSPLY International
|
$ | 61,743 | $ | 0.41 | ||||
|
|
||||||||
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Restructuring
and Other Costs, Net of Tax and Noncontrolling Interests
|
996 | 0.01 | ||||||
|
|
||||||||
|
Acquisition-Related
Activities, Net of Tax and Noncontrolling Interests
|
1,119 | 0.01 | ||||||
|
|
||||||||
|
Income
Tax-Related Adjustments
|
282 | 0.00 | ||||||
|
|
||||||||
|
Adjusted
Non-GAAP Earnings
|
$ | 64,140 | $ | 0.43 | ||||
DENTSPLY
INTERNATIONAL INC.
(IN
THOUSANDS)
Operating Tax Rate Summary:
The
following tables present the reconciliation of reported GAAP effective tax rate
as a percentage of pre-tax income to the non-GAAP financial
measure.
Three Months Ended March 31, 2010
|
Percentage
|
||||||||||||
|
Pre-tax
Income
|
Income
Taxes
|
of
Pre-tax
Income
|
||||||||||
|
As
Reported - GAAP Operating Results
|
$ | 83,446 | $ | (21,255 | ) | 25.5 | % | |||||
|
Restructuring
and Other Costs
|
4,680 | (1,743 | ) | |||||||||
|
Acquisition-Related
Activities
|
518 | (131 | ) | |||||||||
|
Income
Tax-Related Adjustments
|
- | 437 | ||||||||||
|
As
Adjusted - Non-GAAP Operating Results
|
$ | 88,644 | $ | (22,692 | ) | 25.6 | % | |||||
Three
Months Ended March 31, 2009
|
Percentage
|
||||||||||||
|
Pre-tax
Income
|
Income
Taxes
|
of
Pre-tax
Income
|
||||||||||
|
As
Reported - GAAP Operating Results
|
$ | 81,061 | $ | (21,131 | ) | 26.1 | % | |||||
|
Restructuring
and Other Costs
|
1,570 | (574 | ) | |||||||||
|
Acquisition-Related
Activities
|
2,604 | (739 | ) | |||||||||
|
Income
Tax-Related Adjustments
|
- | 282 | ||||||||||
|
As
Adjusted - Non-GAAP Operating Results
|
$ | 85,235 | $ | (22,162 | ) | 26.0 | % | |||||