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 September 30, 1997
----------------------
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 November 7, 1997 the Company
had 54,025,728 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 September 30, 1997
------------------------
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............................ 16
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)
September 30, December 31,
1997 1996
ASSETS ------------ ------------
Current assets: (in thousands)
Cash and cash equivalents $ 7,835 $ 5,619
Accounts and notes receivable-trade, net 111,354 101,977
Inventories 121,557 125,398
Prepaid expenses and other current assets 27,899 23,752
--------- ---------
Total Current Assets 268,645 256,746
Property, plant and equipment, net 144,196 141,458
Other noncurrent assets, net 15,477 13,259
Identifiable intangible assets, net 92,210 59,787
Costs in excess of fair value of net
assets acquired, net 239,007 196,412
--------- ---------
Total Assets $ 759,535 $ 667,662
LIABILITIES AND STOCKHOLDERS' EQUITY ========= =========
Current liabilities:
Accounts payable and accrued liabilities $ 101,341 $ 86,224
Income taxes payable 30,904 30,264
Notes payable and current portion
of long-term debt 28,359 26,711
--------- ---------
Total Current Liabilities 160,604 143,199
Long-term debt 115,452 75,109
Deferred income taxes 27,326 30,000
Other liabilities 45,936 49,467
--------- ---------
Total Liabilities 349,318 297,775
--------- ---------
Minority interests in consolidated subsidiaries 3,949 4,297
Stockholders' equity: --------- ---------
Preferred stock, $.01 par value; .25 million
shares authorized; no shares issued - -
Common stock, $.01 par value; 100 million
shares authorized; 54.2 million shares
issued at September 30, 1997 and 54.2
million shares at December 31,1996 542 271
Capital in excess of par value 150,625 150,031
Retained earnings 280,298 237,300
Cumulative translation adjustment (12,485) (4,278)
Employee stock ownership plan reserve (9,877) (11,016)
Treasury stock, at cost, .1 million
shares at September 30, 1997 and .4
million shares at December 31, 1996 (2,835) (6,718)
--------- ---------
Total Stockholders' Equity 406,268 365,590
--------- ---------
Total Liabilities and Stockholders' Equity $ 759,535 $ 667,662
========= =========
See accompanying notes to unaudited consolidated condensed financial statements.
3
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
(in thousands, except per share data)
Net sales $172,674 $155,327 $523,340 $476,266
Cost of products sold 84,872 80,855 256,717 243,226
-------- -------- -------- --------
87,802 74,472 266,623 233,040
Selling, general and
administrative expenses 57,914 49,773 176,161 150,212
-------- -------- -------- --------
Operating income 29,888 24,699 90,462 82,828
Interest expense 3,074 2,766 9,291 8,492
Interest income (234) (321) (1,125) (942)
Other (income) expense,
net 327 (254) (1,578) (1,761)
-------- -------- -------- --------
Income before income taxes 26,721 22,508 83,874 77,039
Provision for income taxes 10,465 8,635 32,851 30,409
-------- -------- -------- --------
Net income $ 16,256 $ 13,873 $ 51,023 $ 46,630
======== ======== ======== ========
Earnings per common share $.30 $.26 $.95 $.87
Dividends per common share $.0513 $.0413 $.1438 $.1238
Weighted average common
shares outstanding 53,979 53,784 53,906 53,868
See accompanying notes to unaudited consolidated condensed financial statements.
4
DENTSPLY INTERNATIONAL INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended
September 30,
-------------------
1997 1996
-------- --------
Cash flows from operating activities: (in thousands)
Net income $ 51,023 $ 46,630
Adjustments to reconcile net income to net
cash provided by operating
activities:
Depreciation 11,699 11,105
Amortization 12,500 9,890
Other, net (12,837) (8,389)
-------- --------
Net cash provided by operating activities 62,385 59,236
-------- --------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (74,826) (84,774)
Property, plant and equipment additions (23,017) (13,157)
Proceeds from disposal of Medical business - 7,500
Other, net (2,153) (423)
-------- --------
Net cash used in investing activities (99,996) (90,854)
-------- --------
Cash flows from financing activities:
Debt repayment (66,180) (38,305)
Proceeds from long-term debt 111,366 70,544
Increase (decrease) in bank overdrafts and
other short-term debt (2,442) 9,052
Other, net (1,853) (8,789)
-------- --------
Net cash provided by financing activities 40,891 32,502
-------- --------
Effect of exchange rate changes on cash
and cash equivalents (1,064) (629)
-------- --------
Net increase in cash and cash equivalents 2,216 255
Cash and cash equivalents at beginning of period 5,619 3,974
-------- --------
Cash and cash equivalents at end of period $ 7,835 $ 4,229
======== ========
Supplemental disclosures of cash flow information:
Interest paid $ 6,439 $ 5,093
Income taxes paid 30,571 29,101
Non-cash transactions:
Note receivable for fixed assets associated
with arbitration ruling terminating the
Implant Distribution Agreement 144 -
Cancellation of loan and accounts receivable
from acquired subsidiaries 4,310 -
Liabilities assumed from acquisitions 33,163 3,451
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 January, the Company purchased the assets of DW Industries ("DW") for $16,253
and all of the capital stock of Laboratoire SPAD, S.A. ("SPAD") for $35,992. In
March, the Company purchased the capital stock of New Image Industries ("New
Image") for $10,860. In July, the Company purchased certain assets of EFOS
Corporation ("EFOS") for $14,988 and all of the capital stock of SIMFRA S.A.
("SIMFRA") for $3,860. In conjunction with the acquisitions, liabilities were
assumed as follows:
DW SPAD New Image EFOS SIMFRA
-------- -------- --------- -------- --------
Fair value of assets acquired $ 17,838 $ 43,453 $ 31,973 $ 15,025 $ 6,827
Cash paid for assets or capital
stock (16,253) (35,992) (10,860) (14,988) (3,860)
-------- -------- -------- -------- --------
Liabilities assumed $ 1,585 $ 7,461 $ 21,113 $ 37 $ 2,967
======== ======== ======== ======== ========
In January 1996, the Company purchased certain net assets of Tulsa Dental
Products LLC for $75.1 million. In conjunction with the acquisition, liabilities
were assumed as follows:
Fair value of assets acquired $ 78,655
Cash paid for assets 75,114
--------
Liabilities assumed $ 3,451
========
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, 1996 $ 271 $150,031 $237,300 $ (4,278) $(11,016) $ (6,718) $365,590
Exercise of stock options and
warrants - (169) - - - 4,811 4,642
Tax benefit related to stock
options and warrants exercised - 763 - - - - 763
Cash dividends declared, $.1438
per share - - (7,754) - - - (7,754)
Two-for-one stock split
effected in the form of a
stock dividend 271 - (271) - - - -
Repurchase of 40,000 shares
of common stock - - - - - (928) (928)
Translation adjustment - - - (8,207) - - (8,207)
Net change in ESOP reserve - - - - 1,139 - 1,139
Net income - - 51,023 - - - 51,023
------ -------- -------- -------- -------- -------- --------
Balance at September 30, 1997 $ 542 $150,625 $280,298 $(12,485) $ (9,877) $ (2,835) $406,268
====== ======== ======== ======== ======== ======== ========
See accompanying notes to unaudited consolidated condensed financial statements.
7
DENTSPLY INTERNATIONAL INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------
SEPTEMBER 30, 1997
------------------
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 subsidiaries is not material
and is included in other (income) expense, net.
Inventories
- -----------
Inventories are stated at the lower of cost or market. At September 30,
1997 and December 31, 1996, the cost of $11.9 million or 10% and $10.0 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 (FIFO) 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 - 4 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.
Stock Split
- -----------
On September 18, 1997 the Company's Board of Directors authorized a
two-for-one stock split effected in the form of a 100% stock dividend to be
distributed on October 29, 1997 to shareholders of record on October 14, 1997.
All share and per share data included in the accompanying financial statements
have been restated to reflect the stock split.
8
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.
NOTE 2 - BUSINESS ACQUISITIONS
- ------------------------------
In January 1997, the Company purchased the assets of DW Industries in a
cash transaction valued at approximately $16.3 million and an earn-out based on
the sales growth of the business. Headquartered in Las Vegas, Nevada, DW
Industries is the leading manufacturer of disposable air-water syringe tips for
use in clinical dental office procedures.
Also in January 1997, the Company purchased all of the outstanding capital
stock of Laboratoire SPAD for FF199.5 million in a cash transaction valued at
approximately $36.0 million. SPAD, a division of GROUP MONOT, S.A. , is a
leading French manufacturer and distributor of dental anesthetic and other
dental products.
In March 1997, the Company purchased all of the capital stock of New Image
for $2.00 per share or approximately $10.9 million pursuant to a tender offer.
New Image, which designs, develops, manufactures, and distributes intraoral
cameras and computer imaging systems and related software exclusively for the
dental market, is located in Carlsbad, California.
In July 1997, the Company purchased the dental assets of EFOS for CDN $20.7
million in a cash transaction valued at approximately $15 million. EFOS, located
in Toronto, Canada, is the developer and manufacturer of DENTSPLY's worldwide
range of dental curing lights and amalgamators. Additionally, EFOS serves the
dental market with protective eyewear products, replacement parts and curing
light repair and service.
Also in July 1997, the Company purchased the outstanding capital stock of
SIMFRA for FF23 million in a cash transaction valued at approximately $3.9
million. Located in Paris, SIMFRA is the exclusive importer of Maillefer
instruments in France.
The DW Industries, SPAD, New Image, EFOS, and SIMFRA acquisitions were
accounted for under the purchase method of accounting; accordingly, the results
of their operations are included in the accompanying financial statements since
the respective dates of the acquisitions. The purchase prices plus direct
acquisition costs have been allocated on the basis of preliminary estimates of
the fair values of assets acquired and liabilities assumed. The excess of
acquisition cost over net assets acquired of $3.2 million for DW Industries,
$32.2 million for SPAD,$3.0 million for New Image, $10.4 million for EFOS, and
$2.2 million for SIMFRA is being amortized over 25 years. These acquisitions,
individually and in the aggregate, are not expected to have a material impact on
the Company's 1997 results; accordingly, pro forma information has been omitted.
9
NOTE 3 - INVENTORIES
- --------------------
Inventories consist of the following:
September 30, December 31,
1997 1996
------------ ------------
(in thousands)
Finished goods $ 63,874 $ 73,650
Work-in-process 24,383 23,936
Raw materials and supplies 33,300 27,812
-------- --------
$121,557 $125,398
======== ========
Pre-tax income was $.3 million lower and $.2 million lower in the nine
months ended September 30, 1997 and 1996, respectively as a result of using the
LIFO method compared to the 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 September 30, 1997 and December 31,
1996 by $1.4 million and $1.7 million, respectively.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
- --------------------------------------
Property, plant and equipment consist of the following:
September 30, December 31,
1997 1996
------------ ------------
Assets, at cost: (in thousands)
Land $ 14,891 $ 17,222
Buildings and improvements 67,386 68,185
Machinery and equipment 112,898 103,887
Construction in progress 12,473 8,505
-------- --------
207,648 197,799
Less: Accumulated depreciation 63,452 56,341
-------- --------
$144,196 $141,458
======== ========
NOTE 5 - NOTES PAYABLE AND LONG-TERM DEBT
- -----------------------------------------
The increase from December 31, 1996 in Long-term debt ($40.3 million) was
primarily due to utilization of the Company's credit facilities for acquisitions
(see Note 2).
In October 1997, the Company entered into new revolving credit agreements
(the "Revolving Credit Agreements") for a $175 million five year facility and a
$125 million 364-day facility. The Revolving Credit Agreements replace the
Company's 1993 $175 million facility and its $60 million bank term loan.
10
NOTE 6 - IMPLANT BUSINESS
- -------------------------
In March 1997, the American Arbitration Association's Commercial
Arbitration Tribunal ordered a judgment in favor of the Company terminating,
effective March 19, 1997, the Implant Distribution Agreement between Core-Vent
Corporation and DENTSPLY's Implant Division. The sales, distribution and
administrative functions acquired by the Company under the Implant Distribution
Agreement, along with certain assets of the implant business, have been
transferred back to Core-Vent Corporation. The noncancellable purchase
commitment related to the Implant Distribution Agreement, described in footnote
13 in the Company's consolidated financial statements included in the 1996 Form
10-K, has been terminated.
Sales for the Company's implant business were approximately $28 million in
1996. The implant business did not contribute to the profitability of the
Company in 1996.
The financial impact on 1997 earnings from transferring the implant
business back to Core-Vent Corporation as a result of the judgment cannot be
reasonably estimated at this time.
11
DENTSPLY INTERNATIONAL INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Quarter Ended September 30, 1997 Compared to Quarter Ended September 30,
1996
In the quarter ended September 30, 1997, net sales increased by $17.4 million,
or 11.2%, to $172.7 million from $155.3 million in the same period of 1996. This
increase resulted from strong sales growth in the United States both from base
businesses and from acquisitions. The growth in the United States was partially
offset by the decline in implant sales due to the termination of the Implant
Distribution Agreement between Core-Vent Corporation and DENTSPLY. Sales in
Europe were flat as the adverse impact of the translation effect of the strong
U.S. dollar offset moderate growth in base business and incremental sales from
acquisitions. Sales growth in the Pacific Rim and Latin America continued to be
strong.
Gross profit increased $13.3 million, or 17.9%, to $87.8 million from $74.5
million in the third quarter of 1996 as a result of higher net sales. As a
percentage of sales, gross profit increased from 47.9% in the third quarter of
1996 to 50.8% in the same period of 1997. In 1996 acquisition accounting for
Maillefer and Tulsa had an adverse impact on the gross profit percentage while
the percentage improved in 1997 due to improved operating performance in several
United States manufacturing locations and a favorable mix of higher margin
products in the Pacific Rim and Latin America.
Selling, general and administrative expenses increased $8.1 million, or 16.4%.
As a percentage of sales, expenses increased from 32.0% in the third quarter of
1996 to 33.5% for the same period in 1997. A large part of the percentage
increase was from businesses acquired in 1997, principally the New Image
business. Excluding 1997 acquisitions, selling, general and administrative
expenses increased slightly from 32.0% of sales in the third quarter of 1996 to
32.2% of sales in the same period of 1997.
Income before income taxes increased $4.2 million or 18.7%, while net income
increased $2.4 million, or 17.2% compared to the third quarter of 1996 due to
increased sales and a substantial increase in the gross profit percentage.
Earnings per common share (after giving effect to the two-for-one stock split
effective on October 29, 1997) increased from $.26 in 1996 to $.30 in 1997, or
15.4%.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended
September 30, 1996
For the nine months ended September 30, 1997, net sales increased $47.0 million,
or 9.9%, to $523.3 million from $476.3 million in the same period of 1996. In
the United States, there was a moderate increase in base business sales plus
incremental sales from acquisitions offset somewhat by the termination of the
Implant Distribution Agreement between Core-Vent Corporation and DENTSPLY. Sales
in Europe increased moderately including
12
growth from acquisitions offset by the adverse impact on sales caused by
the translation effect of the strong U.S. dollar. Sales growth in the
Pacific Rim and Latin America remained strong.
Gross profit increased $33.6 million, or 14.4%, to $266.6 million from $233.0
million in the first nine months of 1996 as a result of higher net sales. As a
percentage of net sales, gross profit increased from 48.9% in the first nine
months of 1996 to 50.9% for the same period in 1997. In 1996 acquisition
accounting for Maillefer and Tulsa had an adverse impact on the gross profit
percentage while the percentage improved in 1997 due to improved operating
performance in several United States and European manufacturing locations and a
favorable mix of higher margin products in the Pacific Rim and Latin America.
Selling, general and administrative expenses increased $25.9 million or 17.3%.
As a percentage of sales, expenses increased from 31.5% in the first nine months
of 1996 to 33.7% for the same period of 1997. Expenses increased as a percentage
of sales due to the higher ratio of expenses to sales in the New Image business;
expansion of the endodontic salesforce and start-up expenses for the group
practices business unit in the United States; continued emphasis on upgrading
the information systems in the United States and Europe; increased spending for
the new China location in the Pacific Rim; increased research and development
expenses; and increased costs associated with certain legal proceedings which
were concluded in the third quarter of 1997.
Income before income taxes increased $6.8 million, or 8.9%, while net income
increased $4.4 million, or 9.4%, from the first nine months of 1996. Earnings
per common share (after giving effect to the two-for-one stock split effective
on October 29, 1997) increased from $.87 in 1996 to $.95 in 1997, or 9.2%.
LIQUIDITY AND CAPITAL RESOURCES
In January 1997, the Company acquired the assets of DW Industries for $16.3
million in cash and all of the outstanding shares of SPAD for $36.0 million in
cash. In March 1997, the Company acquired all of the outstanding shares of New
Image for $10.9 million. In July 1997, the Company purchased certain assets of
EFOS for $15.0 million and all of the capital stock of SIMFRA for $3.9 million.
These transactions were funded from the Company's 1993 $175.0 million Bank
Revolving Loan Facility and short-term bank borrowings.
In October 1997, the Company entered into new revolving credit agreements (the
"Revolving Credit Agreements") for a $175 million five year facility and a $125
million 364-day facility. The Revolving Credit Agreements replace the 1993 $175
million Bank Revolving Loan Facility and the $60 million bank term loan.
The five year facility matures in October 2002 but may be extended, subject to
certain conditions, until October 2004. The 364-day facility terminates in
October 1998 but contains a one year term-out provision and may be extended,
subject to certain conditions, for additional periods of 364 days.
Investing activities for the nine months ended September 30, 1997 include
capital expenditures of $23.0 million.
13
The Company's current ratio was 1.7 with working capital of $108.0 million at
September 30, 1997. This compares with a current ratio of 1.8 and working
capital of $113.5 million at December 31, 1996.
The Company expects to be able to finance cash requirements, including capital
expenditures, acquisitions, stock repurchases and debt service from funds
generated from operations and amounts available under the new Revolving Credit
Agreements.
For the nine months ended September 30, 1997, cash flows from operating
activities were $62.4 million compared to $59.2 million for the nine months
ended September 30, 1996. The increase of $3.2 million results primarily from
increased net income.
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 increasing
selling prices to the extent permitted by market conditions.
EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"). This
Statement simplifies the standards for computing earnings per share ("EPS") and
makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS and requires dual
presentation of basic and diluted EPS on the face of the income statement of all
entities with complex capital structures. SFAS 128 also requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.
Since the Company's stock options do not dilute EPS by more than three percent,
they have been excluded from the denominator of earnings per common share as
reported in the accompanying financial statements; thus, earnings per common
share is equal to basic EPS as computed under SFAS 128. Had SFAS 128 been
adopted in the first nine months of 1997, diluted EPS would have been computed
as follows (in thousands, except per share amounts):
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS $ 51,023 53,906 $.95
Incremental shares from
assumed exercise of
dilutive options and
warrants - 275
-------- ------
Diluted EPS $ 51,023 54,181 $.94
======== ======
14
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Not required.
15
PART II
OTHER INFORMATION
Item 1 - Legal Proceedings
DENTSPLY 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 DENTSPLY is a party will not have a material adverse effect
upon its consolidated financial position or results of operations.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed herewith:
---------
Number Description
------ -----------
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)
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by the Company during the quarter
ended September 30, 1997.
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.
November 14, 1997 /s/ John C. Miles II
- -------------------- -----------------------------------
Date John C. Miles II
Vice Chairman and
Chief Executive Officer
November 14, 1997 /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 Nine Months Ended
September 30, September 30,
------------------ -------------------
1997 1996 1997 1996
-------- -------- -------- --------
(in thousands, except per share data)
Weighted average common
shares outstanding 53,979 53,784 53,906 53,898
Net income $16,256 $13,873 $51,023 $46,630
Earnings per common share $.30 $.26 $.95 $.87
19
5
1000
9-MOS
DEC-31-1997
JAN-01-1997
SEP-30-1997
7835
0
111354
0
121557
268645
207648
63452
759535
160604
115452
0
0
542
405726
759535
523340
523340
256717
256717
176161
0
9291
83874
32851
51023
0
0
0
51023
.95
.95
