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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
----------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission File Number 0-16211
DENTSPLY International Inc.
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 39-1434669
- -----------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
570 West College Avenue, P. O. Box 872, York, PA 17405-0872
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 845-7511
----------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
( X ) Yes ( ) No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: At August 8, 1996 the Company
had 26,870,204 shares of Common Stock outstanding, with a par value of $.01 per
share.
Page 1 of 20
----
Exhibit Index at Page 18
----
DENTSPLY INTERNATIONAL INC.
FORM 10-Q
For Quarter Ended June 30, 1996
------------------------
INDEX
-----
Page No.
--------
PART I - FINANCIAL INFORMATION (unaudited)
Item 1 - Financial Statements
Consolidated Condensed Balance Sheets............ 3
Consolidated Condensed Statements of Income...... 4
Consolidated Condensed Statements of Cash Flows.. 5
Consolidated Condensed Statement of
Stockholders' Equity........................... 7
Notes to Unaudited Consolidated Condensed
Financial Statements........................... 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.... 12
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings............................ 15
Item 4 - Submission of Matters to a Vote of
Security Holders........................... 15
Item 6 - Exhibits and Reports on Form 8-K............. 16
Signatures........................................... 17
2
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
December 31, June 30,
1995 1996
ASSETS ------------ ------------
Current assets: (in thousands)
Cash and cash equivalents $ 3,974 $ 5,448
Accounts and notes receivable-trade, net 93,315 98,614
Inventories 125,704 128,574
Prepaid expenses and other current assets 16,906 21,637
Net assets of discontinued operations 5,870 -
--------- ---------
Total Current Assets 245,769 254,273
Property, plant and equipment, net 140,101 139,508
Other noncurrent assets, net 13,974 13,394
Identifiable intangible assets, net 39,282 54,829
Cost in excess of fair value of net
assets acquired, net 149,127 198,932
--------- ---------
Total Assets $ 588,253 $ 660,936
LIABILITIES AND STOCKHOLDERS' EQUITY ========= =========
Current liabilities:
Accounts payable and accrued liabilities $ 78,356 $ 79,105
Income taxes payable 31,221 33,063
Notes payable and current portion
of long-term debt 7,616 14,607
--------- ---------
Total Current Liabilities 117,193 126,775
Long-term debt 68,675 105,734
Deferred income taxes 35,927 34,550
Other liabilities 47,104 51,579
--------- ---------
Total Liabilities 268,899 318,638
--------- ---------
Minority interests in consolidated subsidiary 3,432 1,015
--------- ---------
Stockholders' equity:
Preferred stock, $.01 par value; .25 million
shares authorized; no shares issued - -
Common stock, $.01 par value; 100 million
shares authorized; 27.1 million shares
issued at December 31, 1995 and
June 30, 1996 271 271
Capital in excess of par value 149,999 149,886
Retained earnings 179,231 207,540
Cumulative translation adjustment 3,234 (890)
Employee stock ownership plan reserve (12,536) (11,607)
Treasury stock, at cost, .1 million
shares at December 31, 1995 and
June 30, 1996 (4,277) (3,917)
--------- ---------
Total Stockholders' Equity 315,922 341,283
--------- ---------
Total Liabilities and Stockholders' Equity $ 588,253 $ 660,936
========= =========
See accompanying notes to unaudited consolidated condensed financial
statements. 3
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1995 1996 1995 1996
-------- -------- -------- --------
(in thousands, except per share data)
Net sales $139,878 $165,029 $272,983 $320,939
Cost of products sold 69,715 83,389 136,385 162,371
-------- -------- -------- --------
70,163 81,640 136,598 158,568
Selling, general and
administrative expenses 43,251 50,412 86,775 100,439
-------- -------- -------- --------
Operating income 26,912 31,228 49,823 58,129
Interest expense 2,395 2,631 4,001 5,726
Interest income (328) (404) (583) (621)
Other (income) expense,
net 2,873 (441) 2,921 (1,507)
-------- -------- -------- --------
Income before income taxes 21,972 29,442 43,484 54,531
Provision for income taxes 8,735 11,672 17,275 21,774
-------- -------- -------- --------
Net income $ 13,237 $ 17,770 $ 26,209 $ 32,757
======== ======== ======== ========
Earnings per common share $.49 $.66 $.97 $1.22
Dividends per common share $.075 $.0825 $.15 $.165
Weighted average common
shares outstanding 26,875 26,958 27,049 26,955
See accompanying notes to unaudited consolidated condensed financial statements.
4
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
June 30,
-------------------
1995 1996
-------- --------
(in thousands)
Cash flows from operating activities:
Net income $ 26,209 $ 32,757
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,110 14,180
Other, net (23,573) (9,263)
-------- --------
Net cash provided by operating activities 12,746 37,674
-------- --------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (71,625) (77,317)
Property, plant and equipment additions (6,731) (8,960)
Proceeds from disposal of Medical business 3,260 7,500
Proceeds from sale of property, plant, and
equipment 2,239 -
Other, net (367) (294)
-------- --------
Net cash used in investing activities (73,224) (79,071)
-------- --------
Cash flows from financing activities:
Debt repayment (18,757) (28,904)
Proceeds from long-term debt 99,901 71,307
Cash paid for treasury stock (38,400) -
Increase in bank overdrafts and other
short-term debt 13,392 4,821
Other, net 2,004 (3,399)
-------- --------
Net cash provided by financing activities 58,140 43,825
-------- --------
Effect of exchange rate changes on cash
and cash equivalents 1,981 (954)
-------- --------
Net increase (decrease) in cash and cash
equivalents (357) 1,474
Cash and cash equivalents at beginning of period 7,278 3,974
-------- --------
Cash and cash equivalents at end of period $ 6,921 $ 5,448
======== ========
Supplemental disclosures of cash flow information:
Interest paid $ 2,354 $ 3,032
Income taxes paid 22,174 18,327
See accompanying notes to unaudited consolidated condensed financial statements.
5
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Supplemental disclosures of noncash transactions (in thousands):
In March 1995, the Company purchased all of the capital stock of KV33
Corporation for $11.5 million. In conjunction with the acquisition, liabilities
were assumed as follows:
Fair value of assets acquired $ 14,329
Cash paid for capital stock (11,450)
--------
Liabilities assumed $ 2,879
========
In June 1995, the Company purchased approximately 96% of the capital stock of
Maillefer Instruments, S.A. for $65.8 million. In conjunction with the
acquisition, liabilities were assumed as follows:
Estimated fair value of assets acquired $ 96,796
Cash paid for capital stock (65,783)
--------
Liabilities assumed $ 31,013
========
In January 1996, the Company purchased certain net assets of Tulsa Dental
Products LLC for $75.0 million. In conjunction with the acquisition, liabilities
were assumed as follows:
Estimated fair value of assets acquired $ 78,541
Cash paid for assets (75,000)
--------
Liabilities assumed $ 3,541
========
See accompanying notes to unaudited consolidated condensed financial statements.
6
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(unaudited)
Capital in Cumulative Total
Common Excess of Retained Translation Treasury Stockholders'
Stock Par Value Earnings Adjustment ESOP Reserve Stock Equity
(in thousands) ------ ----------- -------- ----------- ------------ --------- ------------
Balance at December 31, 1995 $ 271 $149,999 $179,231 $ 3,234 $(12,536) $ (4,277) $315,922
Exercise of stock options and
warrants --- (166) --- --- --- 360 194
Tax benefit related to stock
options and warrants exercised --- 94 --- --- --- --- 94
Compensatory stock options
lapsed --- (41) --- --- --- --- (41)
Cash dividends declared, $.165
per share --- --- (4,448) --- --- --- (4,448)
Translation adjustment --- --- --- (4,124) --- --- (4,124)
Net change in ESOP reserve --- --- --- --- 929 --- 929
Net income --- --- 32,757 --- --- --- 32,757
------ -------- -------- ------- -------- -------- --------
Balance at June 30, 1996 $ 271 $149,886 $207,540 $ (890) $(11,607) $ (3,917) $341,283
====== ======== ======== ======= ======== ======== ========
See accompanying notes to unaudited consolidated condensed financial statements.
7
DENTSPLY INTERNATIONAL INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------
JUNE 30, 1996
-------------
The accompanying interim consolidated condensed financial statements
reflect all adjustments (consisting only of normal recurring adjustments) which
in the opinion of management are necessary for a fair presentation of financial
position, results of operations and cash flows for the interim periods. These
interim financial statements conform with the requirements for interim financial
statements and consequently do not include all the disclosures normally required
by generally accepted accounting principles. Disclosures are updated where
appropriate.
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Principles of Consolidation
- ---------------------------
The interim consolidated condensed financial statements include the
accounts of DENTSPLY International Inc. (the "Company") and its subsidiaries.
Minority interests in net income of consolidated subsidiary is not material and
is included in other (income) expense, net. Certain items in the prior year have
been reclassified to conform to the 1996 classification.
Inventories
- -----------
Inventories are stated at the lower of cost or market. At December 31, 1995
and June 30, 1996, the cost of $10.6 million or 8% and $10.8 million or 8%,
respectively, of inventories was determined by the last-in, first-out (LIFO)
method. The cost of other inventories was determined by the first-in, first-out
or average cost method.
Property, Plant and Equipment
- -----------------------------
Property, plant and equipment are stated at cost, net of accumulated
depreciation. Except for leasehold improvements, depreciation for financial
reporting purposes is computed by the straight-line method over the following
estimated useful lives: buildings - generally 40 years; and machinery and
equipment - 8 to 15 years. The cost of leasehold improvements is amortized over
the shorter of the estimated useful life or the term of the lease. For income
tax purposes, depreciation is computed using various methods.
Earnings per Common Share
- -------------------------
Earnings per common share are based on the weighted average number of
common shares outstanding. Common stock equivalents (options and warrants) had
no material effect on the earnings per common share computation. All shares held
by the DENTSPLY Employee Stock Ownership Plan are considered outstanding and are
included in the earnings per common share computation.
8
NOTE 2 - BUSINESS ACQUISITIONS
- ------------------------------
In January 1996, the Company purchased certain assets of Tulsa Dental
Products L.L.C. ("Tulsa") in a cash transaction valued at $75 million. Based in
Tulsa, Oklahoma, Tulsa is a manufacturer and distributor of principally
endodontic instruments and materials.
The acquisition was accounted for under the purchase method of accounting
and the results of Tulsa's operations have been included in the accompanying
financial statements since the date of acquisition. The aggregate purchase price
of $75 million plus direct acquisition costs has been allocated on the basis of
preliminary estimates of the fair values of assets acquired and liabilities
assumed. The excess ($53.5 million) of acquisition cost over net assets acquired
is being amortized over 25 years.
The following unaudited pro forma consolidated results of operations assume
that the acquisition of Tulsa occurred on January 1, 1995:
Six Months Ended June 30,
1995 1996
-------- --------
(in thousands, except per share amounts)
Net sales $282,146 $320,939
Net income 25,336 33,014
Earnings per common share .94 1.22
The pro forma information does not purport to be indicative of the results
that actually would have been obtained had the operations been combined during
the periods presented.
In June 1995, the Company purchased approximately 96% of the outstanding
Capital Stock of Maillefer Instruments S.A. (Maillefer) from Maillefer
stockholders for 11,000 SFR per share in a cash transaction valued at
approximately $65.8 million. An additional 3.9% of Maillefer stock was purchased
in June 1996 for 10,375 SFR per share, or approximately $2.3 million. Based in
Switzerland, Maillefer Instruments is a manufacturer and distributor of
principally endodontic instruments.
The acquisition was accounted for under the purchase method of accounting
and the results of Maillefer's operations have been included in the accompanying
financial statements since the date of acquisition. The aggregate purchase price
of $68.1 million plus direct acquisition costs has been allocated on the basis
of the fair values of assets acquired and liabilities assumed. Since the fair
value of net assets acquired exceeded the purchase price by approximately $16.7
million, the values otherwise assignable to noncurrent assets acquired have been
reduced by a proportionate part of the excess.
In March 1995, the Company purchased all of the outstanding capital stock
of KV33 Corporation ("KV33") in a cash transaction valued at $11.5 million. The
acquisition was accounted for under the purchase method of accounting and the
results of KV33's operations have been included in the accompanying financial
statements since the date of acquisition. The excess ($10.2 million) of
acquisition cost over net assets acquired is being amortized over 25 years.
9
NOTE 3 - INVENTORIES
- --------------------
Inventories consist of the following:
December 31, June 30,
1995 1996
------------ ------------
(in thousands)
Finished goods $ 70,677 $ 72,410
Work-in-process 26,440 27,439
Raw materials and supplies 28,587 28,725
-------- --------
$125,704 $128,574
======== ========
Pre-tax income was $.4 million lower in the the six months ended June 30,
1995 as a result of using the LIFO method compared to the first-in, first-out
(FIFO) method. If the FIFO method had been used to determine the cost of the
LIFO inventories, the amounts at which net inventory is stated would be lower
than reported at December 31, 1995 and June 30, 1996 by $2.0 million.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
- --------------------------------------
Property, plant and equipment consist of the following:
December 31, June 30,
1995 1996
------------ ------------
Assets, at cost: (in thousands)
Land $ 17,395 $ 16,890
Buildings and improvements 67,903 69,158
Machinery and equipment 88,417 94,870
Construction in progress 9,039 9,088
-------- --------
182,754 190,006
Less: Accumulated depreciation 42,653 50,498
-------- --------
$140,101 $139,508
======== ========
NOTE 5 - SPECIAL CHARGES
- ------------------------
During the quarter ended June 30, 1995, the Company recorded special,
charges which materially impacted the comparison with other periods. These
special charges, on a pre-tax basis, included the following (in thousands):
Costs associated with consolidation of
all executive functions in York,
Pennsylvania $2,460
Loss on sale of corporate aircraft 626
------
$3,086
======
10
The impact of these expenses on earnings per share was $.07 per share in
the quarter ended June 30, 1995.
NOTE 6 - DISCONTINUED OPERATIONS
- --------------------------------
On October 13, 1994, the Company announced its strategic decision to
discontinue the operations comprising its medical business. The medical
operations include Eureka X-Ray Tube Corp. (Eureka), GENDEX Medical and CMW
business units which manufacture medical x-ray tubes, medical x-ray systems and
orthopedic bone cement, respectively. The net assets of CMW and substantially
all of the net assets of Eureka were sold in the fourth quarter of 1994.
Substantially all of the remaining assets comprising the medical business were
sold in the first quarter of 1996 for $7.5 million.
Sales from these operations were $4.8 million and $0 for the three months
ended June 30, 1995 and 1996, respectively. Sales for the six months ended June
30, 1995 and 1996 were $10.0 million and $2.7 million, respectively.
The components of net assets of discontinued operations included in the
Consolidated Condensed Balance Sheets are as follows:
December 31,
1995
------------
(in thousands)
Accounts and notes receivable-trade, net $ 2,105
Inventories 6,550
Deferred income taxes 4,611
Prepaid expenses and other current assets 174
Property, plant and equipment, net 2,644
Other noncurrent assets, net 2,331
Cost in excess of fair value of net assets acquired, net 3,348
Accounts payable and accrued liabilities (10,149)
Other liabilities (5,744)
--------
$ 5,870
========
NOTE 7 - NOTES PAYABLE AND LONG-TERM DEBT
- -----------------------------------------
The increases from December 31, 1995 in Notes payable and current portion
of long-term debt ($7.0 million) and Long-term debt ($37.1 million) were
primarily due to utilization of the Company's credit facilities for the purchase
of certain assets of Tulsa for $75 million.
11
DENTSPLY INTERNATIONAL INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Quarter Ended June 30, 1996 Compared to Quarter Ended June 30, 1995
In the quarter ended June 30, 1996, net sales increased $25.1 million, or 18.0%,
to $165.0 million from $139.9 in the same period of 1995. The Company
experienced strong sales growth both from acquisitions and base business.
Excluding acquisitions, North America, CIS and Africa had strong gains over the
second quarter of 1995, while the Pacific Rim and Latin America sales increased
approximately 35% over the prior year quarter. Sales in Europe were flat
primarily due to weak economic conditions and the negative impact of exchange
translation.
Gross profit increased $11.4 million, or 16.4%, to $81.6 million from $70.2
million in the second quarter of 1995 as a result of higher net sales. As a
percentage of sales, gross profit decreased from 50.2% in the second quarter of
1995 to 49.5% in the same period of 1996. The lower gross profit percentage was
due to the impact of acquisition accounting for Maillefer and Tulsa.
Selling, general and administrative expenses increased $7.2 million, or 16.6%.
As a percentage of sales, expenses decreased from 30.9% in the second quarter of
1995 to 30.5% for the same period in 1996. This improvement came mainly from
operations in Europe and in the Pacific Rim and Latin America where rapid sales
growth outpaced the increase in expenses.
The $3.3 million increase in other income is primarily due to a decrease in
other expenses in the 1996 period, reflecting the effects of a charge of $3.1
million in the second quarter of 1995 for the closure of the Company's executive
offices in Illinois and consolidating its executive operations in York,
Pennsylvania. This charge on an after tax basis was $1.8 million or $.07 per
share in the second quarter of 1995.
Income before income taxes increased $7.5 million, or 34.0%, while net income
increased $4.5 million, or 34.2%, from the second quarter of 1995. Excluding the
one-time charge in the second quarter of 1995 for closing down the Executive
Offices in Illinois and consolidating executive operations in York,
Pennsylvania, income before income taxes increased $4.4 million, or 17.5%, while
net income increased $2.7 million, or 18.0%.
Earnings per common share increased from $.49 in 1995 to $.66 in 1996, or 34.7%.
Excluding the one-time charge in the second quarter of 1995 for closing down the
Executive Offices in Illinois and consolidating executive operations in York,
Pennsylvania, earnings per common share increased $.10, or 17.9%.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
For the six months ended June 30, 1996, net sales increased $47.9 million, or
17.6%, to $320.9 million from $273.0 million in the same period of 1995. The
increase primarily came from acquisitions and very strong sales growth in the
Pacific Rim, Latin America and the CIS.
12
Gross profit increased $22.0 million, or 16.1%, to $158.6 million from $136.6
million in the first six months of 1995 as a result of higher net sales. As a
percentage of net sales, gross profit decreased from 50.0% in the first six
months of 1995 to 49.4% in the same period of 1996. Improvements in the gross
profit percentage during the first six months of 1996 were more than offset by
the adverse impact of acquisition accounting for Maillefer and Tulsa.
Selling, general and administrative expenses increased $13.7 million or 15.7%.
As a percentage of sales, expenses decreased from 31.8% in the first six months
of 1995 to 31.3% for the same period of 1996. This improvement came mainly from
operations in Europe and in the Pacific Rim and Latin America where rapid sales
growth outpaced the increase in expenses.
Interest expense increased $1.7 million to $5.7 million for the first six months
of 1996, compared to $4.0 million for the first six months of 1995. The increase
is primarily due to acquisition debt, partially offset by cash generated from
operations.
Other income was $1.5 million for the first six months of 1996 compared to other
expense of $2.9 million for the same period of 1995. Other income in 1996 is
primarily due to a legal settlement in the Company's favor in the first quarter
of 1996, while the Company took a one-time charge of $3.1 million in the second
quarter of 1995 to cover the costs of closing down its Executive Offices in
Illinois and consolidating its executive operations in York, Pennsylvania. This
charge on an after tax basis was $1.8 million or $.07 per common share.
Income before income taxes increased $11.0 million, or 25.4%, while net income
increased $6.5 million, or 25.0%, from the first six months of 1995. Excluding
the one-time charge in the second quarter of 1995 for closing down the Executive
Offices in Illinois and consolidating executive operations in York,
Pennsylvania, income before income taxes increased $7.9 million, or 17.0%, while
net income increased $4.7 million, or 16.8%.
Earnings per common share increased from $.97 in 1995 to $1.22 in 1996, or
25.8%. Excluding the one-time charge in the second quarter of 1995 for closing
down the Executive Offices in Illlinois and consolidating executive operations
in York, Pennsylvania, earnings per common share increased $.18, or 17.3%.
LIQUIDITY AND CAPITAL RESOURCES
In January 1996, the Company acquired the dental manufacturing and distribution
operations of Tulsa for $75.0 million in cash and an earn-out based on the
operating performance of the acquired business. The transaction was funded from
the Company's existing $175.0 million Bank Revolving Loan Facility and
short-term bank borrowings.
Investing activities for the six months ended June 30, 1996 include capital
expenditures of $9.0 million.
The Company's current ratio was 2.0 with working capital of $127.5 million at
June 30, 1996. This compares with a current ratio of 2.0 and working capital of
$122.7 million at December 31, 1995, excluding the net assets of discontinued
operations.
13
The Company expects to be able to finance cash requirements, including capital
expenditures, stock repurchases and debt service from the funds generated from
operations and amounts available under the existing Revolving Loan Facility.
For the six months ended June 30, 1996, cash flows from operating activities
were $37.7 million compared to $12.7 million for the six months ended June 30,
1995. The increase of $25.0 million results from higher sales and gross margins
in 1996, while cash flows in 1995 were adversely impacted by income tax payments
on the gain from disposal of the medical business and a larger increase in
inventories than in 1996.
IMPACT OF INFLATION
The Company has generally offset the impact of inflation on wages and the cost
of purchased materials by improving operating efficiencies and increase selling
prices to the extent permitted by market conditions.
14
PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
On May 28, 1996, the Company commenced an action in the United States
District Court for the District of Delaware against New Technology Company (also
known as NT Company) ("NT") and Tycom Corporation ("Tycom"). The suit alleges
patent infringement and trade secret misappropriation arising out of the
manufacture and sale by NT and Tycom of certain endodontic instruments, and
seeks a permanent injunction, damages including compensatory damages for lost
profits, treble damages where available, and restitution for court costs and
legal fees. On or about July 1, 1996, NT and Tycom counter-claimed against the
Company, alleging invalidity of the patents at issue, antitrust claims, tortious
interference with business relations and unfair competition, and seeking
compensatory and punitive damages, treble damages where available and
preliminary and permanent injunctive relief. The Company intends to contest
these actions vigorously and believes that the claims made by NT and Tycom are
without merit.
The Company and its subsidiaries are from time to time parties to lawsuits
arising out of their respective operations. The Company believes that pending
litigation to which it is a party will not have a material adverse effect upon
its consolidated financial position or results of operations.
Item 4 - Submission of Matters to a Vote of Security Holders
(a) On May 23, 1996, the Company held its 1996 Annual Meeting of
Stockholders.
(b) Not applicable.
(c) The following matters were voted upon at the Annual Meeting, with the
results indicated:
1. Election of Class I Directors:
Votes Authority Broker
For Withheld Non-Votes
---------- --------- ---------
Burton C. Borgelt 23,474,079 861,073 -0-
Douglas K. Chapman 23,430,045 905,107 -0-
C. Frederick Fetterolf 23,462,020 873,132 -0-
2. Proposal to ratify the appointment of KPMG Peat Marwick LLP,
independent certified accountants, to audit the books and accounts of
the Company for the year ending December 31, 1996:
Votes For: 24,214,272 Votes Against: 51,523
Abstentions: 69,357 Broker Non-Votes: -0-
(d) Not applicable.
15
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed herewith:
---------
Number Description
------ -----------
3.1 Certificate of Incorporation (1)
3.2 By-Laws, as amended (1)
11 Statement regarding computation
of earnings per share.
27 Financial Data Schedule (pursuant to Item 601(c)(1)(iv) of
Regulation S-K, this exhibit shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended)
-------------
(1) Incorporated by reference to exhibit included in the
Company's Registration Statement on Form S-8(No. 33-71792).
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by the Company during the quarter
ended June 30, 1996.
16
Signatures
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DENTSPLY INTERNATIONAL INC.
August 14, 1996 /s/ John C. Miles II
- -------------------- -----------------------------------
Date John C. Miles II
President and
Chief Executive Officer
August 14, 1996 /s/ Edward D. Yates
- -------------------- -----------------------------------
Date Edward D. Yates
Senior Vice President and
Chief Financial Officer
17
EXHIBIT INDEX
-------------
Number Description Sequential Page No.
- ------ ----------- -------------------
11 Statement regarding computation 19
of earnings per share.
27 Financial Data Schedule 20
(pursuant to Item 601(c)(1)(iv) of
Regulation S-K, this exhibit shall
not be deemed filed for purposes
of Section 18 of the Securities
Exchange Act of 1934, as amended)
18
DENTSPLY INTERNATIONAL INC.
EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
Earnings per common share:
- --------------------------
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -------------------
1995 1996 1995 1996
-------- -------- -------- --------
(in thousands, except per share data)
Weighted average common
shares outstanding 26,875 26,958 27,049 26,955
Net income $ 13,237 $17,770 $26,209 $32,757
Earnings per common share $.49 $.66 $.97 $1.22
19