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 (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(844) 848-0137
(Registrant'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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 2.02. Results of Operations and Financial Condition.
On November 9, 2022, DENTSPLY SIRONA Inc. (the “Company”) made available certain supplemental non-GAAP information for certain of the reporting periods covered in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 as well as the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, which were filed with the Securities and Exchange Commission on November 7, 2022. A copy of the supplemental information is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
| (d) Exhibits: | ||||||||
| Supplemental information regarding financial results | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |||||||
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.
DENTSPLY SIRONA Inc.
| By: | /s/ Glenn G. Coleman | |||||||
| Glenn G. Coleman | ||||||||
| Executive Vice President and | ||||||||
| Chief Financial Officer | ||||||||
Date: November 9, 2022
Non-GAAP Financial Measures that Supplement US GAAP Measures DENTSPLY SIRONA Inc. (the “Company”) is providing the following tables to present certain non-GAAP information for the reporting periods covered in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 (the “Form 10- K/A”) as well as the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. These filings were filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2022. As previously reported, the Company was unable to timely file its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022 as a result of an internal investigation commenced in March 2022 by the Audit and Finance Committee of the Company’s Board of Directors, as described in the Explanatory Note to the Form 10-K/A. The internal investigation has been completed. As disclosed in the Form 10-K/A, the Company has restated Net sales and Net Income for the fiscal year ended December 31, 2021 by approximately $20 million, and $10 million, respectively, and revised Net sales and Net income (loss) for both the fiscal years ended December 31, 2020 and 2019. Additionally, the correction of errors pertaining to periods prior to 2019 required an adjustment to opening retained earnings at January 1, 2019 of $38 million as reflected in the Company’s Consolidated Statements of Equity filed with the Form 10-K/A. Those errors related primarily to the timing, recognition, and estimation of variable consideration associated with certain sales orders in the historical periods. In addition to results prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) the Company provides certain measures which are not calculated in accordance with US GAAP and therefore represent non-GAAP measures. The tables included in this supplement present non-GAAP financial measures including organic sales, adjusted operating income (loss) and margin, adjusted net income (loss) and adjusted earnings (loss) per diluted share for each interim period in the fiscal years ended December 31, 2021 and December 31, 2020 and in the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. The non-GAAP measures presented are reconciled to comparable US GAAP measures. These non-GAAP measures may differ from those used by other companies and should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with US GAAP. These non-GAAP measures are used by the Company to measure its performance and may differ from those used by other companies. Management believes that these non-GAAP measures are helpful as they provide another measure of the results of operations, and are frequently used by investors and analysts to evaluate the Company’s performance exclusive of certain items that impact the comparability of results from period to period, and which may not be indicative of past or future performance of the Company. The reconciliations below should be read in conjunction with the applicable financial statements and accompanying notes of the Company, as restated in the case of the fiscal year ended December 31, 2021 and revised in the case of the fiscal years ended December 31, 2020 and December 31, 2019, in the Company’s Form 10-K/A filed on November 7, 2022 and as included in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. Organic Sales The Company defines "organic sales" as the reported net sales adjusted for: (1) net sales from acquired businesses recorded prior to the first anniversary of the acquisition, (2) net sales attributable to disposed businesses or discontinued product lines in both the current and prior year periods, and (3) the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable prior period's foreign currency exchange rates. Adjusted Operating Income (Loss) and Margin Adjusted operating income (loss) is computed by excluding the following items from operating income: (1) Business combination related costs and fair value adjustments. These adjustments include costs related to consummating and integrating acquired businesses, as well as net gains and losses related to the disposed businesses. In addition, this category includes the post-acquisition roll-off of fair value adjustments recorded related to business combinations, except for amortization expense of purchased intangible assets noted below. Although the Company is regularly engaged in activities to find and act on opportunities for strategic growth and enhancement of product offerings, the costs associated with these activities may vary significantly between periods based on the timing, size and complexity of acquisitions and as such may not be indicative of past and future performance of the Company. (2) Restructuring program related costs and other costs. These adjustments include costs related to the implementation of restructuring initiatives, including but not limited to, severance costs, facility closure costs, lease and contract termination costs, and related professional service costs associated with specific restructuring initiatives. Other costs include legal settlements, asset impairments, executive separation costs, and changes in accounting principle recorded within the period. Beginning in the second quarter of 2022, this category includes expenses related to the recent internal investigation and associated remediation activities which primarily include legal, accounting and other professional service fees, as well as turnover and other employee-related costs. The Company is continually seeking to take actions that could enhance its efficiency, consequently restructuring charges may recur but are subject to significant fluctuations from period to period due to the varying levels of restructuring activity and the inherent imprecision in the estimates used to recognize the impairment of assets, and as such may not be indicative of past and future performance of the Company.
(3) Amortization of purchased intangible assets. This adjustment excludes the periodic amortization expense related to purchased intangible assets, which are recorded at fair value in purchase accounting. Although these costs contribute to revenue generation and will recur in future periods, their amounts are significantly impacted by the timing and size of acquisitions, and as such may not be indicative of the future performance of the Company. (4) Fair value and credit risk adjustments. These adjustments include the non-cash mark-to-market changes in fair value associated with pension assets and obligations and equity-method investments. Although these adjustments are recurring in nature, they are subject to significant fluctuations from period to period due to changes in the underlying assumptions and market conditions. The non-service component of pension expense is a recurring item, however it is subject to significant fluctuations from period to period due to changes in actuarial assumptions, interest rates, plan changes, settlements, curtailments, and other changes in facts and circumstances. As such, these items may not be indicative of past and future performance of the Company. Adjusted operating margin is calculated by dividing adjusted operating income by net sales. Adjusted Net Income (Loss) Adjusted net income (loss) consists of the reported net income (loss) in accordance with US GAAP, adjusted to exclude the items identified above, the related income tax impacts, and discrete income tax adjustments such as: final settlement of income tax audits, discrete tax items resulting from the implementation of restructuring initiatives and the vesting and exercise of employee share-based compensation, any difference between the interim and annual effective tax rate, and adjustments relating to prior periods. These adjustments are irregular in timing, and the variability in amounts may not be indicative of past and future performance of the Company and therefore are excluded for comparability purposes. Adjusted Earnings (Loss) Per Diluted Share Adjusted earnings (loss) (EPS) per diluted share is computed by dividing adjusted earnings (losses) attributable to Dentsply Sirona shareholders by the diluted weighted average number of common shares outstanding. DENTSPLY SIRONA INC. AND SUBSIDIARIES (In millions, except percentages) (unaudited) A reconciliation of reported net sales to organic sales by segment is as follows: Annual Results Quarterly Results (in millions, except percentages) 2021 2020 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Total Net Sales 4,231 3,339 1,023 969 1,103 1,040 1,062 1,026 Net sales % change 26.7% -17.0% -3.7% -5.5% 2.5% 17.8% 112.9% 16.4% Foreign exchange impact 2.9% 0.3% -6.1% -4.6% -1.3% 1.3% 10.5% 5.2% Acquisitions 5.4% 0.0% 0.1% 0.2% 3.4% 4.4% 11.7% 5.3% Divestitures and discontinued products -5.7% -0.7% 0.0% -0.3% -3.4% -7.3% -9.7% -5.0% Organic sales % change 24.1% -16.6% 2.3% -0.8% 3.8% 19.4% 100.4% 10.9% Technologies & Equipment Net Sales 2,504 1,954 595 565 680 612 617 595 Net sales % change 28.2% -14.0% -3.6% -5.1% 8.6% 23.0% 100.8% 13.9% Foreign exchange impact 2.9% 0.3% -7.3% -5.3% -1.8% 1.2% 10.2% 5.7% Acquisitions 9.2% 0.0% 0.2% 0.4% 5.7% 7.8% 18.9% 8.9% Divestitures and discontinued products -6.4% -1.2% 0.0% -0.1% -3.6% -9.3% -10.0% -5.4% Organic sales % change 22.5% -13.1% 3.5% -0.1% 8.3% 23.3% 81.7% 4.7% Consumables Net Sales 1,727 1,385 428 404 423 428 445 431 Net sales % change 24.6% -20.9% -3.8% -6.1% -5.9% 11.1% 132.4% 20.1% Foreign exchange impact 2.8% 0.4% -4.4% -3.7% -0.7% 1.3% 10.9% 4.6% Acquisitions 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Divestitures and discontinued products -4.5% -0.1% 0.0% -0.6% -2.9% -4.7% -8.1% -4.2% Organic sales % change 26.3% -21.2% 0.6% -1.8% -2.3% 14.5% 129.6% 19.7% * Percentages are based on actual values and may not recalculate due to rounding.
A reconciliation of reported net sales to organic sales by geographic region is as follows: Annual Results Quarterly Results (in millions, except percentages) 2021 2020 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Total Net Sales 4,231 3,339 1,023 969 1,103 1,040 1,062 1,026 Net sales % change 26.7% -17.0% -3.7% -5.5% 2.5% 17.8% 112.9% 16.4% Foreign exchange impact 2.9% 0.3% -6.1% -4.6% -1.3% 1.3% 10.5% 5.2% Acquisitions 5.4% 0.0% 0.1% 0.2% 3.4% 4.4% 11.7% 5.3% Divestitures and discontinued products -5.7% -0.7% 0.0% -0.3% -3.4% -7.3% -9.7% -5.0% Organic sales % change 24.1% -16.6% 2.3% -0.8% 3.8% 19.4% 100.4% 10.9% U.S. Net Sales 1,480 1,115 358 308 386 384 363 347 Net sales % change 32.6% -18.9% -1.3% -11.2% 7.6% 23.8% 155.9% 13.8% Foreign exchange impact 0.3% 0.9% -0.8% -0.4% -0.8% -0.1% 1.7% 1.3% Acquisitions 15.3% 0.0% 0.2% 0.6% 9.3% 11.5% 40.2% 14.6% Divestitures and discontinued products -4.8% -1.1% 0.0% -0.4% -1.5% -6.0% -10.4% -5.4% Organic sales % change 21.8% -18.7% -0.7% -11.0% 0.6% 18.4% 124.4% 3.3% Europe Net Sales 1,675 1,381 414 411 436 393 429 417 Net sales % change 21.3% -14.1% -3.6% -1.4% -1.9% 12.9% 99.3% 11.9% Foreign exchange impact 4.7% 1.0% -9.3% -7.4% -1.6% 1.8% 15.5% 8.6% Acquisitions 0.0% 0.0% 0.0% 0.0% 0.1% 0.1% 0.0% 0.0% Divestitures and discontinued products -4.8% -0.9% 0.0% -0.2% -2.7% -6.1% -7.7% -4.6% Organic sales % change 21.4% -14.2% 5.7% 6.2% 2.3% 17.1% 91.5% 7.9% ROW Net Sales 1,076 843 251 250 281 263 270 262 Net sales % change 27.7% -18.9% -7.1% -4.5% 3.1% 17.0% 90.7% 28.6% Foreign exchange impact 3.3% -1.4% -8.1% -5.8% -1.6% 2.3% 11.7% 5.0% Acquisitions 1.0% 0.0% 0.0% 0.1% 0.9% 1.1% 0.8% 0.9% Divestitures and discontinued products -8.5% 0.2% 0.0% -0.4% -7.0% -10.9% -11.7% -5.1% Organic sales % change 31.9% -17.7% 1.0% 1.6% 10.8% 24.5% 89.9% 27.8% * Percentages are based on actual values and may not recalculate due to rounding. DENTSPLY SIRONA INC. AND SUBSIDIARIES (In millions, except percentages) (unaudited) A summary of the Consolidated Statement of Operations on an Adjusted Non-GAAP basis is as follows: Annual Results Quarterly Results (in millions, except per share amounts and percentages) 2021 2020 2019 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020 Q1 2020 Technologies & Equipment Net Sales 2,504 1,954 2,271 595 565 680 612 617 595 627 497 308 522 Consumables Net Sales 1,727 1,385 1,751 428 404 423 428 445 431 449 386 191 359 Net Sales 4,231 3,339 4,022 1,023 969 1,103 1,040 1,062 1,026 1,076 883 499 881 Gross Profit 2,475 1,823 2,311 612 554 638 602 624 611 609 496 212 506 % of Net Sales 58.5% 54.6% 57.5% 59.8% 57.1% 57.8% 57.9% 58.8% 59.6% 56.6% 56.2% 42.5% 57.4% Selling, General, and Administrative Expenses 1,446 1,165 1,426 360 351 354 374 362 356 325 280 229 332 Research and Development Expenses 171 123 143 45 45 49 39 43 40 38 29 20 36 Operating Income 858 535 742 207 158 235 189 219 215 246 187 (37) 138 % of Net Sales 20.3% 16.0% 18.4% 20.2% 16.3% 21.3% 18.2% 20.6% 21.0% 22.8% 21.2% -7.4% 15.7% Other Income and Expense 53 39 10 16 9 3 17 18 14 8 12 14 4 Income Before Income Taxes 805 496 732 191 149 232 172 201 201 238 175 (51) 134 Provision for Income Taxes 184 101 184 42 32 51 40 48 46 48 35 (16) 34 Net Income Attributable to Dentsply Sirona 621 395 548 149 117 181 132 153 155 190 139 (34) 100 % of Net Sales 14.7% 11.8% 13.6% 14.5% 12.0% 16.4% 12.6% 14.4% 15.1% 17.6% 15.8% 3.1% 11.4% Earnings Per Share - Diluted 2.82$ 1.79$ 2.44$ 0.69$ 0.54$ 0.83$ 0.60$ 0.69$ 0.71$ 0.86$ 0.64$ (0.16)$ 0.45$ Weighted Average Common Shared Outstanding - Diluted 220.2 220.1 224.4 215.3 217.8 219.2 220.5 220.7 219.9 219.5 219.2 219.4 222.3 * Percentages are based on actual values and may not recalculate due to rounding.
DENTSPLY SIRONA INC. AND SUBSIDIARIES (In millions, except percentages) (unaudited) A reconciliation of selected items as reported in the Condensed Consolidated Statements of Operations to adjusted Non-GAAP items is as follows: Annual Results Quarterly Results (in millions, except per share amounts) 2021 2020 2019 Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020 Q1 2020 Net Sales U.S. GAAP as Previously Issued 4,251 3,342 4,029 1,023 969 1,088 1,069 1,067 1,027 1,082 895 491 874 Corrections per Recently Amended Filings(A) (20) (3) (7) - - 15 (29) (5) (1) (6) (12) 8 7 U.S. GAAP as Restated/Revised 4,231 3,339 4,022 1,023 969 1,103 1,040 1,062 1,026 1,076 883 499 881 Non-GAAP Adjustments(B) - - - - - - - - - - - - - Adjusted Non-GAAP as Restated/Revised 4,231 3,339 4,022 1,023 969 1,103 1,040 1,062 1,026 1,076 883 499 881 Gross Profit U.S. GAAP as Previously Issued 2,361 1,657 2,165 581 521 593 591 598 579 571 442 176 468 Corrections per Recently Amended Filings(A) (14) (1) (1) - - 11 (22) (3) - (4) (10) 6 7 U.S. GAAP as Restated/Revised 2,347 1,656 2,164 581 521 604 569 595 579 567 432 182 475 Non-GAAP Adjustments(B) 128 167 147 31 33 34 33 29 32 42 64 30 31 Adjusted Non-GAAP as Restated/Revised 2,475 1,823 2,311 612 554 638 602 624 611 609 496 212 506 Selling, General, and Administrative Expenses U.S. GAAP as Previously Issued 1,551 1,312 1,580 410 376 374 394 398 385 377 315 261 359 Corrections per Recently Amended Filings(A) - (10) 7 - - 3 1 (5) 1 (4) (2) (2) (2) U.S. GAAP as Restated/Revised 1,551 1,302 1,587 410 376 377 395 393 386 373 313 259 357 Non-GAAP Adjustments(B) (105) (137) (161) (50) (25) (23) (21) (31) (30) (48) (33) (30) (25) Adjusted Non-GAAP as Restated/Revised 1,446 1,165 1,426 360 351 354 374 362 356 325 280 229 332 Research and Development Expenses U.S. GAAP as Previously Issued 171 123 143 45 45 59 35 40 37 44 27 18 34 Corrections per Recently Amended Filings(A) - - - - - (10) 4 3 3 (6) 2 2 2 U.S. GAAP as Restated/Revised 171 123 143 45 45 49 39 43 40 38 29 20 36 Non-GAAP Adjustments(B) - - - - - - - - - - - - - Adjusted Non-GAAP as Restated/Revised 171 123 143 45 45 49 39 43 40 38 29 20 36 Goodwill Impairment U.S. GAAP as Previously Issued - 157 - - - - - - - - - - 157 Corrections per Recently Amended Filings(A) - - - - - - - - - - - - - U.S. GAAP as Restated/Revised - 157 - - - - - - - - - - 157 Non-GAAP Adjustments(B) - (157) - - - - - - - - - - (157) Adjusted Non-GAAP as Restated/Revised - - - - - - - - - - - - - Restructuring and Other Costs U.S. GAAP as Previously Issued 17 77 81 7 3 6 3 5 3 15 18 1 43 Corrections per Recently Amended Filings(A) - - - - - - - - - - - 1 (1) U.S. GAAP as Restated/Revised 17 77 81 7 3 6 3 5 3 15 18 2 42 Non-GAAP Adjustments(B) (17) (77) (81) (7) (3) (6) (3) (5) (3) (15) (18) (2) (42) Adjusted Non-GAAP as Restated/Revised - - - - - - - - - - - - - Operating Income (Loss) U.S. GAAP as Previously Issued 622 (12) 361 119 97 154 159 155 154 135 82 (104) (125) Corrections per Recently Amended Filings(A) (14) 9 (8) - - 18 (27) (1) (4) 6 (10) 5 8 U.S. GAAP as Restated/Revised 608 (3) 353 119 97 172 132 154 150 141 72 (99) (117) Non-GAAP Adjustments(B) 250 538 389 88 61 63 57 65 65 105 115 62 255 Adjusted Non-GAAP as Restated/Revised 858 535 742 207 158 235 189 219 215 246 187 (37) 138 Other Income and Expense U.S. GAAP as Previously Issued 63 48 16 28 10 16 21 21 5 12 15 16 5 Corrections per Recently Amended Filings(A) - (1) (1) - - - (2) 2 - - - (1) - U.S. GAAP as Restated/Revised 63 47 15 28 10 16 19 23 5 12 15 15 5 Non-GAAP Adjustments(B) (10) (8) (5) (12) (1) (13) (2) (5) 9 (4) (3) (1) (1) Adjusted Non-GAAP as Restated/Revised 53 39 10 16 9 3 17 18 14 8 12 14 4 Income (Loss) Before Income Taxes U.S. GAAP as Previously Issued 559 (60) 345 91 87 138 138 134 149 123 67 (120) (130) Corrections per Recently Amended Filings(A) (14) 10 (7) - - 18 (25) (3) (4) 6 (10) 6 8 U.S. GAAP as Restated/Revised 545 (50) 338 91 87 156 113 131 145 129 57 (114) (122) Non-GAAP Adjustments(B) 260 546 394 100 62 76 59 70 56 109 118 63 256 Adjusted Non-GAAP as Restated/Revised 805 496 732 191 149 232 172 201 201 238 175 (51) 134 Provision for Income Taxes U.S. GAAP as Previously Issued 138 23 82 18 18 36 35 35 32 24 13 (24) 10 Corrections per Recently Amended Filings(A) (4) - - - - 1 (6) - 1 - (4) 2 2 U.S. GAAP as Restated/Revised 134 23 82 18 18 37 29 35 33 24 9 (22) 12 Non-GAAP Adjustments(B) 50 78 102 24 14 14 11 13 13 24 26 6 22 Adjusted Non-GAAP as Restated/Revised 184 101 184 42 32 51 40 48 46 48 35 (16) 34 Net Income (Loss) Attributable to Noncontrolling Interest U.S. GAAP as Previously Issued - - - - - - - - - - (1) 1 - Corrections per Recently Amended Filings(A) - - - - - - - - - - - - - U.S. GAAP as Restated/Revised - - - - - - - - - - (1) 1 - Non-GAAP Adjustments(B) - - - - - - - - - - - - - Adjusted Non-GAAP as Restated/Revised - - - - - - - - - - (1) 1 - Net Income (Loss) Attributable to Dentsply Sirona U.S. GAAP as Previously Issued 421 (83) 263 73 69 102 103 99 117 99 53 (95) (140) Corrections per Recently Amended Filings(A) (10) 10 (7) - - 17 (19) (3) (5) 6 (6) 4 6 U.S. GAAP as Restated/Revised 411 (73) 256 73 69 119 84 96 112 105 47 (91) (134) Non-GAAP Adjustments(B) 210 468 292 76 48 62 48 57 43 85 92 57 234 Adjusted Non-GAAP as Restated/Revised 621 395 548 149 117 181 132 153 155 190 139 (34) 100 Earnings Per Share - Diluted U.S. GAAP as Previously Issued 1.91 (0.38) 1.17 0.34 0.32 0.47 0.47 0.45 0.53 0.45 0.25 (0.44) (0.63) Corrections per Recently Amended Filings(A) (0.04) 0.05 (0.03) - - 0.07 (0.09) (0.02) (0.02) 0.03 (0.03) 0.02 0.02 U.S. GAAP as Restated/Revised 1.87 (0.33) 1.14 0.34 0.32 0.54 0.38 0.43 0.51 0.48 0.22 (0.42) (0.61) Non-GAAP Adjustments(B) 0.95 2.12 1.30 0.35 0.22 0.29 0.22 0.26 0.20 0.38 0.42 0.26 1.06 Adjusted Non-GAAP as Restated/Revised 2.82 1.79 2.44 0.69 0.54 0.83 0.60 0.69 0.71 0.86 0.64 (0.16) 0.45 (B) For more information on the items and amounts comprising the non-GAAP adjustments for each of the years ended December 31, 2019 through December 31, 2021, and for each of the three-month periods ended March 31, 2020 through March 31, 2022, please refer to the previously issued earnings materials for those periods, as furnished previously using our Current Reports on Form 8-K, which can also be found on the Investors section of the Dentsply Sirona website at https://investor.dentsplysirona.com. The non-GAAP adjustments presented herein contain immaterial differences from those previously provided. These include a change in timing for a $11 million non-GAAP adjustment related to executive severance which was moved from 2020 to 2019 and earlier periods in order to offset the corresponding expense also moved to these periods as part of the revisions to the GAAP results for these years cited above. There was no change to non-GAAP results as a result of this change. (A) For more information on the adjustments for recently made corrections to the US GAAP financial statements, please refer to our Annual Report on Form 10-K/A for the year ended December 31, 2021 as amended and filed on November 7, 2022, and our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021 as amended and filed on November 7, 2022.
DENTSPLY SIRONA INC. AND SUBSIDIARIES (In millions, except percentages) (unaudited) For the three months ended June 30, 2022, a reconciliation of selected items as reported in the Condensed Consolidated Statements of Operations to adjusted Non-GAAP items is as follows: GAAP ADJUSTED NON-GAAP (in millions, except per share amounts and percentages) Three Months Ended June 30, 2022 Amortization of Purchased Intangible Assets Restructuring Program Related Costs and Other Costs (a) Business Combination Related Costs and Fair Value Adjustments Credit Risk and Fair Value Adjustments Tax Impact of Non-GAAP Adjustments Income Tax Related Adjustments Total Non- GAAP Adjustments Three Months Ended June 30, 2022 GROSS PROFIT $ 581 31 — — — — — $ 31 $ 612 % OF NET SALES 56.7 % 59.8 % SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES 410 (22) (27) (1) — — — (50) 360 % OF NET SALES 40.0 % 35.2 % RESEARCH AND DEVELOPMENT EXPENSES 45 — — — — — — — 45 RESTRUCTURING AND OTHER COSTS 7 — (7) — — — — (7) — OPERATING INCOME 119 53 34 1 — — — 88 207 % OF NET SALES 11.6 % 20.2 % OTHER INCOME AND EXPENSE 28 — — — (12) — — (12) 16 INCOME BEFORE INCOME TAXES 91 53 34 1 12 — — 100 191 PROVISION FOR INCOME TAXES 18 — — — — 21 3 24 42 % OF PRE-TAX INCOME 19.3 % 22.2 % LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — NET INCOME ATTRIBUTABLE TO DENTSPLY SIRONA $ 73 $ 76 $ 149 % OF NET SALES 7.1 % 14.5 % EARNINGS PER SHARE - DILUTED $ 0.34 $ 0.35 $ 0.69 * Percentages are based on actual values and may not recalculate due to rounding. (a) Other Costs includes $25 million in expenses related to the internal investigation comprised of $6 million in professional service fees and $19 million in turnover and other employee-related SG&A expenses.