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 28, 2011
(Date of earliest event reported)
Commission File Number 0-16211
DENTSPLY International Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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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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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 28, 2011, the Company issued a press release disclosing its first quarter 2011 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. First Quarter 2011 earnings release issued April 28, 2011 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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/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 28, 2011
News
For further information contact:
Derek Leckow
Vice President
Investor Relations
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(717) 849-7863
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For Immediate Release
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DENTSPLY International Reports Record Results for First Quarter 2011
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-
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First quarter net sales increased 4.5%, and 6.0% excluding precious metals
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Earnings per diluted share grew 17.1%, and were up 11.4% on a non-GAAP basis
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Executing contingency plan in response to natural disaster in Japan
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Re-establishing guidance for fiscal 2011 earnings
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York, PA – April 28, 2011 -- DENTSPLY International Inc. (NASDAQ–XRAY) today announced record sales and earnings for the three months ended March 31, 2011. Net sales in the first quarter of 2011 increased 4.5% to $570.5 million compared to $545.9 million reported for the first quarter of 2010. Net sales, excluding precious metal content, were $527.0 million, a 6.0% increase compared to the first quarter of 2010. Net sales growth, excluding precious metal content, was driven by constant currency growth of 4.6%. Net sales of dental consumable and specialty products accelerated during the quarter while sales of dental laboratory products were lower particularly for precious metal based materials.
Net income for the first quarter of 2011 was $69.1 million, or $0.48 per diluted share, representing growth of 17.1% compared to $0.41 per diluted share in the first quarter of 2010. Earnings per diluted share in the first quarter of 2011, on a non-GAAP basis, were $0.49, an increase of 11.4% from $0.44 in the first quarter of 2010. A reconciliation of the non-GAAP measure to earnings per share calculated according to GAAP is presented on the attached table.
On March 15, DENTSPLY reported that it would be negatively impacted by the March 11 earthquake and tsunami in Japan, including supply disruptions from a key supplier. The Company today reported that it is executing contingency plans in response to supply chain disruptions that have occurred, and are expected to continue for some time, as a result of this natural disaster. Although the situation had only minimal impact on the Company’s results in the first quarter, it is expected that the effect will increase in magnitude over the next several quarters. The Company expects the negative impact will be mitigated in part by its contingency efforts. These efforts include continuing to work with its existing supplier which is finalizing arrangements to produce some components from alternate sites, sourcing certain products from alternative suppliers, and actions taken to reduce the cost structure of the Company’s affected businesses.
Bret Wise, Chairman and Chief Executive Officer, stated “We are pleased to report record sales and earnings in the first quarter driven by a notable improvement in the global dental market and strong execution by the Company, particularly on the launch of numerous new product offerings. We continue to execute our contingency plans to mitigate the impact of the natural disaster in Japan on both our near-term and long-term results. Although we have made substantial progress to date, it is clear that our efforts will not fully mitigate the impact on our results in 2011. At this time, we view the potential negative impact of the situation in Japan on our full year results to be in the range of $0.12 to $0.17 per diluted share. Excluding this impact, we are encouraged by the improving momentum of our business which helped us exceed our internal targets for the first quarter. Based on all of these factors, we expect fiscal 2011earnings to be in the range of $1.86 to $1.98 per diluted share, including the challenges we face from the situation in Japan.”
ADDITIONAL INFORMATION
A conference call has also been scheduled for today, Thursday, April 28, 2011 at 8:30 a.m. (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) 211-7451 (for domestic calls) and (913) 312-0844 (for international calls). The Conference ID # is 5190510. 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 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), Pass code #5190510.
DENTSPLY designs, develops, manufactures and markets a broad range of professional dental products including dental implants, endodontic instruments and materials, orthodontic appliances, restorative materials, preventive materials and devices, and prosthetic materials and devices. The Company distributes its professional 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 professional 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 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 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) certain mark-to-market charges at an unconsolidated affiliated company, (2) acquisition-related charges, (3) income tax-related adjustments and, (4) restructuring and other costs. 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 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 those of 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 amounts)
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Three Months Ended
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March 31,
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2011
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2010
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Net sales
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$ | 570,503 | $ | 545,944 | ||||
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Net sales, excluding precious metal content
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527,005 | 497,486 | ||||||
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Cost of products sold
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270,519 | 263,906 | ||||||
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Gross profit
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299,984 | 282,038 | ||||||
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% of Net sales
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52.6 | % | 51.7 | % | ||||
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% of Net sales, excluding precious metal content
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56.9 | % | 56.7 | % | ||||
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Selling, general and administrative expenses
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200,767 | 188,034 | ||||||
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Restructuring and other costs
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633 | 4,680 | ||||||
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Operating income
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98,584 | 89,324 | ||||||
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% of Net sales
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17.3 | % | 16.4 | % | ||||
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% of Net sales, excluding precious metal content
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18.7 | % | 18.0 | % | ||||
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Net interest and other expense
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4,585 | 5,878 | ||||||
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Income before income taxes
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93,999 | 83,446 | ||||||
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Provision for income taxes
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23,712 | 21,255 | ||||||
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Equity in net loss attributable to unconsolidated affilated company
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(824 | ) | - | |||||
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Net income
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$ | 69,463 | $ | 62,191 | ||||
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% of Net sales
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12.2 | % | 11.4 | % | ||||
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% of Net sales, excluding precious metal content
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13.2 | % | 12.5 | % | ||||
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Less: Net income (loss) attributable to the noncontrolling interests
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379 | 348 | ||||||
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Net income attributable to DENTSPLY International
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$ | 69,084 | $ | 61,843 | ||||
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% of Net sales
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12.1 | % | 11.3 | % | ||||
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% of Net sales, excluding precious metal content
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13.1 | % | 12.4 | % | ||||
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Earnings per common share:
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Basic
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$ | 0.49 | $ | 0.42 | ||||
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Dilutive
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$ | 0.48 | $ | 0.41 | ||||
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Cash dividends declared per common share
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$ | 0.05 | $ | 0.05 | ||||
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Weighted average common share outstanding:
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Basic
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141,614 | 146,776 | ||||||
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Dilutive
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144,044 | 149,294 | ||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
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March 31,
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December 31,
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2011
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2010
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Assets
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Current Assets:
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Cash and cash equivalents
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$ | 575,264 | $ | 540,038 | ||||
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Accounts and notes receivable-trade, net
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385,357 | 344,796 | ||||||
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Inventories, net
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332,282 | 308,738 | ||||||
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Prepaid expenses and other current assets
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119,165 | 121,473 | ||||||
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Total Current Assets
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1,412,068 | 1,315,045 | ||||||
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Property, plant and equipment, net
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432,716 | 423,105 | ||||||
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Identifiable intangible assets, net
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79,468 | 78,743 | ||||||
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Goodwill, net
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1,350,780 | 1,303,055 | ||||||
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Other noncurrent assets, net
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162,017 | 138,003 | ||||||
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Total Assets
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$ | 3,437,049 | $ | 3,257,951 | ||||
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Liabilities and Equity
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Current liabilities
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$ | 362,011 | $ | 360,091 | ||||
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Long-term debt
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652,290 | 604,015 | ||||||
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Deferred income taxes
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79,963 | 72,489 | ||||||
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Other noncurrent liabilities
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360,286 | 311,444 | ||||||
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Total Liabilities
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1,454,550 | 1,348,039 | ||||||
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Total DENTSPLY International Equity
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1,945,338 | 1,839,386 | ||||||
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Noncontrolling interests
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37,161 | 70,526 | ||||||
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Total Equity
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1,982,499 | 1,909,912 | ||||||
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Total Liabilities and Equity
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$ | 3,437,049 | $ | 3,257,951 | ||||
DENTSPLY INTERNATIONAL INC.
(In thousands, except per share amounts)
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.
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Three Months Ended March 31, 2011
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Percentage
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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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Income from Operations
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$ | 98,584 | 18.7 | % | ||||
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Recent Acquisition-Related Activities
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399 | 0.1 | % | |||||
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Restructuring and Other Costs
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234 | 0.0 | % | |||||
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Adjusted Non-GAAP Operating Earnings
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$ | 99,217 | 18.8 | % | ||||
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Three Months Ended March 31, 2010
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Percentage
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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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Income from Operations
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$ | 89,324 | 18.0 | % | ||||
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Restructuring and Other Costs
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4,680 | 0.9 | % | |||||
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Recent Acquisition-Related Activities
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518 | 0.1 | % | |||||
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Adjusted Non-GAAP Operating Earnings
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$ | 94,522 | 19.0 | % | ||||
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.
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Three Months Ended March 31, 2011
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Income
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Diluted
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(Expense)
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Per Share
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Net Income Attributable to DENTSPLY International
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$ | 69,084 | $ | 0.48 | ||||
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Loss on Mark-to-Market Adjusments at an Unconsolidated Affilated Company
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921 | 0.01 | ||||||
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Recent Acquisition-Related Activities, Net of Tax and Noncontrolling Interests
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245 | 0.00 | ||||||
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Restructuring and Other Costs, Net of Tax and Noncontrolling Interests
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114 | 0.00 | ||||||
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Income Tax-Related Adjustments
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196 | 0.00 | ||||||
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Adjusted Non-GAAP Net Income Attributable to DENTSPLY International
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$ | 70,560 | $ | 0.49 | ||||
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Three Months Ended March 31, 2010
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Income
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Diluted
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(Expense)
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Per Share
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Net Income Attributable to DENTSPLY International
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$ | 61,843 | $ | 0.41 | ||||
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Restructuring and Other Costs, Net of Tax and Noncontrolling Interests
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2,791 | 0.02 | ||||||
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Recent Acquisition-Related Activities, Net of Tax and Noncontrolling Interests
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387 | 0.00 | ||||||
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Income Tax-Related Adjustments
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437 | 0.00 | ||||||
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Rounding
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- | 0.01 | ||||||
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Adjusted Non-GAAP Net Income Attributable to DENTSPLY International
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$ | 65,458 | $ | 0.44 | ||||
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 income before income taxes to the non-GAAP financial measure.
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Three Months Ended March 31, 2011
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Percentage
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Pre-tax
Income
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Income Taxes
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of Pre-tax
Income
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As Reported - GAAP Operating Results
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$ | 93,999 | $ | (23,712 | ) | 25.2 | % | |||||
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Recent Acquisition-Related Activities
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399 | (154 | ) | |||||||||
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Restructuring and Other Costs
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234 | (120 | ) | |||||||||
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Income Tax-Related Adjustments
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- | 196 | ||||||||||
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As Adjusted - Non-GAAP Operating Results
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$ | 94,632 | $ | (23,790 | ) | 25.1 | % | |||||
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Three Months Ended March 31, 2010
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Percentage
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Pre-tax
Income
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Income Taxes
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of Pre-tax
Income
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As Reported - GAAP Operating Results
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$ | 83,446 | $ | (21,255 | ) | 25.5 | % | |||||
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Restructuring and Other Costs
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4,680 | (1,743 | ) | |||||||||
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Recent Acquisition-Related Activities
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518 | (131 | ) | |||||||||
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Income Tax-Related Adjustments
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- | 437 | ||||||||||
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As Adjusted - Non-GAAP Operating Results
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$ | 88,644 | $ | (22,692 | ) | 25.6 | % | |||||
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