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
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