10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
OR
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o |
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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: 0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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11-3136595 |
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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135 Duryea Road
Melville, New York
(Address of principal executive offices)
11747
(Zip Code)
Registrants telephone number, including area code: (631) 843-5500
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:
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
As of May 1, 2007, there were 88,835,010 shares of the registrants common stock outstanding.
HENRY SCHEIN, INC.
INDEX
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
HENRY SCHEIN, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
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March 31, |
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December 30, |
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2007 |
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2006 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
154,456 |
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$ |
248,647 |
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Available-for-sale securities |
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47,499 |
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47,999 |
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Accounts receivable, net of reserves of $40,379 and $40,536 |
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617,427 |
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610,020 |
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Inventories, net
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583,236 |
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584,103 |
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Deferred income taxes |
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29,992 |
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28,240 |
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Prepaid expenses and other |
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119,169 |
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125,839 |
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Total current assets |
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1,551,779 |
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1,644,848 |
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Property and equipment, net |
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221,234 |
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225,038 |
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Goodwill
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787,018 |
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773,801 |
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Other intangibles, net |
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157,874 |
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161,542 |
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Investments and other |
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97,487 |
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75,917 |
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Total assets
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$ |
2,815,392 |
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$ |
2,881,146 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
343,491 |
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$ |
414,062 |
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Bank credit lines
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2,359 |
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2,528 |
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Current maturities of long-term debt |
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37,495 |
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41,036 |
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Accrued expenses: |
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Payroll and related
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96,994 |
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110,401 |
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Taxes |
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52,720 |
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59,007 |
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Other |
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165,113 |
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183,054 |
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Total current liabilities
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698,172 |
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810,088 |
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Long-term debt
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457,318 |
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455,806 |
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Deferred income taxes |
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67,551 |
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62,334 |
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Other liabilities
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61,291 |
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60,209 |
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Minority interest
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21,926 |
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21,746 |
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Commitments and contingencies |
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Stockholders equity: |
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Preferred stock, $.01 par value, 1,000,000 shares authorized,
none outstanding |
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Common stock, $.01 par value, 240,000,000 shares authorized,
88,806,126 outstanding on March 31, 2007 and
88,499,321 outstanding on December 30, 2006 |
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888 |
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885 |
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Additional paid-in capital |
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629,051 |
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614,551 |
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Retained earnings
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833,376 |
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808,164 |
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Accumulated other comprehensive income |
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45,819 |
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47,363 |
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Total stockholders equity |
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1,509,134 |
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1,470,963 |
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Total liabilities and stockholders equity |
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$ |
2,815,392 |
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$ |
2,881,146 |
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See accompanying notes.
3
HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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March 31, |
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April 1, |
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2007 |
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2006 |
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Net sales |
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$ |
1,334,143 |
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$ |
1,161,781 |
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Cost of sales |
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941,170 |
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824,179 |
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Gross profit |
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392,973 |
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337,602 |
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Operating expenses: |
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Selling, general and administrative |
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319,074 |
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276,684 |
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Operating income |
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73,899 |
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60,918 |
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Other income (expense): |
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Interest income |
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4,138 |
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4,556 |
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Interest expense |
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(6,004 |
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(7,394 |
) |
Other, net |
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(117 |
) |
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221 |
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Income from continuing operations before
taxes,
minority interest and equity in
earnings of affiliates |
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71,916 |
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58,301 |
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Income taxes |
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(25,530 |
) |
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(21,222 |
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Minority interest in net income of subsidiaries |
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(2,915 |
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(1,560 |
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Equity in earnings of affiliates |
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23 |
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108 |
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Income from continuing operations |
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43,494 |
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35,627 |
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Discontinued operations: |
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Loss from operations of discontinued components |
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(32,279 |
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Income tax benefit |
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12,911 |
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Loss from discontinued operations |
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(19,368 |
) |
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Net income |
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$ |
43,494 |
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$ |
16,259 |
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Earnings from continuing operations per share: |
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Basic |
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$ |
0.49 |
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$ |
0.41 |
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Diluted |
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$ |
0.48 |
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$ |
0.40 |
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Loss from discontinued operations per share: |
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Basic |
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$ |
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$ |
(0.22 |
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Diluted |
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$ |
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$ |
(0.22 |
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Earnings per share: |
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Basic |
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$ |
0.49 |
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$ |
0.19 |
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Diluted |
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$ |
0.48 |
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$ |
0.18 |
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Weighted-average common shares outstanding: |
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Basic |
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87,911 |
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87,310 |
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Diluted |
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89,984 |
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89,242 |
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See accompanying notes.
4
HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Three Months Ended |
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March 31, |
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April 1, |
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2007 |
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2006 |
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(Adjusted - Note 8) |
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Cash flows from operating activities: |
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Net income
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$ |
43,494 |
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$ |
16,259 |
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Adjustments to reconcile net income to net cash
used in operating activities: |
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Loss on sale of discontinued operation, net of tax |
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19,363 |
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Depreciation and amortization |
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17,557 |
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14,352 |
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Stock-based compensation expense |
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4,117 |
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3,857 |
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Provision for losses on trade and other accounts
receivable
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231 |
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118 |
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Deferred income taxes
|
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(6,855 |
) |
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4,978 |
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Undistributed earnings of affiliates |
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(23 |
) |
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(108 |
) |
Minority interest in net income of subsidiaries |
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2,915 |
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1,560 |
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Other |
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(721 |
) |
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(1,113 |
) |
Changes in operating assets and liabilities, net of acquisitions: |
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Accounts receivable
|
|
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(3,947 |
) |
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4,599 |
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Inventories
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3,936 |
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(12,481 |
) |
Other current assets
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11,882 |
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3,143 |
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Accounts payable and accrued expenses |
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(106,488 |
) |
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(92,527 |
) |
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Net cash used in operating activities |
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(33,902 |
) |
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(38,000 |
) |
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Cash flows from investing activities: |
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Purchases of fixed assets |
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(8,933 |
) |
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(11,168 |
) |
Payments for equity investment and business
acquisitions, net of cash acquired |
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(27,432 |
) |
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(72,712 |
) |
Purchases of available-for-sale securities |
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(17,500 |
) |
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(84,421 |
) |
Proceeds from sales of available-for-sale securities |
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18,000 |
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107,031 |
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Proceeds from maturities of available-for-sale securities |
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80 |
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Net payments for foreign exchange forward contract settlements |
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(3,921 |
) |
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(1,161 |
) |
Other |
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(5,262 |
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191 |
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Net cash used in investing activities |
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(45,048 |
) |
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(62,160 |
) |
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Cash flows from financing activities: |
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Proceeds from issuance of long-term debt |
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428 |
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Net proceeds from (repayments of) bank borrowings |
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(255 |
) |
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1,223 |
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Principal payments for long-term debt |
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(457 |
) |
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(2,645 |
) |
Proceeds from issuance of stock upon exercise of stock options |
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10,691 |
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17,108 |
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Payments for repurchases of common stock |
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(30,689 |
) |
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Excess tax benefits related to stock-based compensation |
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5,853 |
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6,925 |
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Other |
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(736 |
) |
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(186 |
) |
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Net cash provided by (used in) financing activities |
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(15,165 |
) |
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22,425 |
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Net change in cash and cash equivalents |
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(94,115 |
) |
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(77,735 |
) |
Effect of exchange rate changes on cash and cash equivalents |
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(76 |
) |
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|
5,797 |
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Cash and cash equivalents, beginning of period |
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|
248,647 |
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|
210,683 |
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Cash and cash equivalents, end of period |
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$ |
154,456 |
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$ |
138,745 |
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See accompanying notes.
5
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(unaudited)
Note 1. Basis of Presentation
Our consolidated financial statements include our accounts, as well as those of our
wholly-owned and majority-owned subsidiaries. Certain prior period amounts have been reclassified
to conform to the current period presentation.
Our accompanying unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States (U.S. GAAP) for interim
financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnote disclosures required by U.S.
GAAP for complete financial statements.
The consolidated financial statements reflect all adjustments considered necessary for a fair
presentation of the consolidated results of operations and financial position for the interim
periods presented. All such adjustments are of a normal recurring nature. These unaudited interim
consolidated financial statements should be read in conjunction with the audited consolidated
financial statements and notes to the consolidated financial statements contained in our Annual
Report on Form 10-K for the year ended December 30, 2006.
The preparation of financial statements in conformity with U.S. GAAP requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities, at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates. The results of operations for the three months ended March 31, 2007 are not
necessarily indicative of the results to be expected of any other interim period or for the year
ending December 29, 2007.
Note 2. Segment Data
We conduct our business through two reportable segments: healthcare distribution and
technology. These segments offer different products and services to the same customer base. The
healthcare distribution reportable segment aggregates our dental, medical (including animal health)
and international operating segments. This segment consists of consumable products, small
equipment, laboratory products, large dental equipment, equipment repair services, branded and
generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products
and vitamins.
Our dental group serves office-based dental practitioners, schools and other institutions in
the combined United States and Canadian dental market. Our medical group serves office-based
medical practitioners, surgical centers, other alternate-care settings, animal health clinics and
other institutions throughout the United States. Our international group serves 17 countries
outside of North America and is what we believe to be a leading European healthcare supplier
serving office-based practitioners.
Our technology group provides software, technology and other value-added services to
healthcare practitioners, primarily in the United States and Canada. Our value-added practice
solutions include practice-management software systems for dental and medical practitioners and
animal health clinics. Our technology group offerings also include financial services and
continuing education services for practitioners.
6
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)
Note 2. Segment Data (Continued)
The following tables present information about our business segments:
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Three Months Ended |
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|
March 31, |
|
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April 1, |
|
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|
2007 |
|
|
2006 |
|
Net Sales: |
|
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|
|
|
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|
|
Healthcare distribution (1): |
|
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|
|
|
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Dental (2) |
|
$ |
562,601 |
|
|
$ |
482,036 |
|
Medical (3) |
|
|
372,302 |
|
|
|
334,631 |
|
International (4) |
|
|
370,825 |
|
|
|
322,306 |
|
|
|
|
|
|
|
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Total healthcare distribution |
|
|
1,305,728 |
|
|
|
1,138,973 |
|
Technology (5) |
|
|
28,415 |
|
|
|
22,808 |
|
|
|
|
|
|
|
|
Total |
|
|
$1,334,143 |
|
|
$ |
1,161,781 |
|
|
|
|
|
|
|
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(1) |
|
Consists of consumable products, small equipment, laboratory products, large dental
equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical
products, diagnostic tests, infection-control products and vitamins. |
|
(2) |
|
Consists of products sold in the United States and Canada. |
|
(3) |
|
Consists of products sold in the United States medical and animal health markets. |
|
(4) |
|
Consists of products sold in the dental, medical and animal health markets, primarily in
Europe. |
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(5) |
|
Consists of practice-management software and other value-added products and services, which
are distributed primarily to healthcare providers in the United States and Canada. |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
April 1, |
|
|
|
2007 |
|
|
2006 |
|
Operating Income: |
|
|
|
|
|
|
|
|
Healthcare distribution |
|
$ |
63,062 |
|
|
$ |
52,162 |
|
Technology |
|
|
10,837 |
|
|
|
8,756 |
|
|
|
|
|
|
|
|
Total |
|
$ |
73,899 |
|
|
$ |
60,918 |
|
|
|
|
|
|
|
|
7
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)
Note 3. Stock-Based Compensation
Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting
Standards (FAS) No. 123(R), Share-Based Payment. We previously applied Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations and
provided the required pro forma disclosures of FAS 123, Accounting for Stock-Based Compensation
in our consolidated financial statements. We elected to adopt the modified retrospective
application method provided by FAS 123(R).
Our accompanying unaudited consolidated statements of income reflect pre-tax share-based
compensation expense of $4.1 million ($2.6 million after-tax) and $3.9 million ($2.5 million
after-tax) for the three months ended March 31, 2007 and April 1, 2006.
Our accompanying unaudited consolidated statements of cash flows present our stock-based
compensation expense as an adjustment to reconcile net income to net cash used in operating
activities for all periods presented. Benefits of $5.9 million and $6.9 million associated with
tax deductions in excess of recognized compensation expense are presented as a cash inflow from
financing activities for the three months ended March 31, 2007 and April 1, 2006.
Stock-based compensation represents the cost related to stock-based awards granted to
employees and non-employee directors. We measure stock-based compensation at the grant date, based
on the estimated fair value of the award, and recognize the cost as compensation expense on a
straight-line basis (net of estimated forfeitures) over the requisite service period. Our
stock-based compensation expense is reflected in selling, general and administrative expenses in
our consolidated statements of income.
Stock-based awards are provided to certain employees and non-employee directors under the
terms of our 1994 Stock Incentive Plan, as amended, and our 1996 Non-Employee Director Stock
Incentive Plan, as amended (the Plans). The Plans are administered by the Compensation Committee
of the Board of Directors. Awards under the Plans principally include a combination of
at-the-money stock options and restricted stock (including restricted stock units). As of March
31, 2007, there were 20,159,270 shares authorized and 1,416,330 shares available to be granted
under the 1994 Stock Incentive Plan and 800,000 shares authorized and 266,837 shares available to
be granted under the 1996 Non-Employee Director Stock Incentive Plan.
Stock options are awards that allow the recipient to purchase shares of our common stock at a
fixed price. Stock options are granted at an exercise price equal to our closing stock price on
the date of grant. These awards, which generally vest 25% per year based on the recipients
continued service, are fully vested four years from the grant date and have a contractual term of
ten years from the grant date. Additionally, recipients may not sell any shares that they acquire
through exercising their options until the third anniversary of the date of grant of such options.
We estimate the fair value of stock options using the Black-Scholes valuation model.
Grants of restricted stock are common stock awards granted to recipients with specified
vesting provisions. We issue restricted stock that vests based on the recipients continued
service over time (four-year cliff vesting) and restricted stock that vests based on our achieving
specified performance measurements (three-year cliff vesting).
With respect to time-based restricted stock, we estimate the fair value on the date of grant
based on our closing stock price. With respect to performance-based restricted stock, the number
of shares that ultimately vest and are received by the recipient is based upon our earnings per
share performance measured against specified targets over a three-year period. We estimate the
fair value of performance-
8
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)
Note 3. Stock-Based Compensation (Continued)
based restricted stock, based on our closing stock price, assuming that performance targets will be
achieved. Over the performance period, the number of shares of common stock that will ultimately
vest and be issued is adjusted upward or downward based upon our estimation of achieving such
performance targets. The ultimate number of shares delivered to recipients and the related
compensation cost recognized as expense will be based on our actual performance metrics.
Restricted stock units (RSUs) are unit awards we grant to certain non-U.S. employees that
entitle the recipient to shares of common stock upon vesting after four years for time-based awards
or three years for performance-based awards. The fair value of RSUs is determined on the date of
grant, based on our closing stock price.
We record deferred tax assets for awards that result in deductions on our income tax returns,
based on the amount of compensation cost recognized and our statutory tax rate in the jurisdiction
in which we will receive a deduction. Differences between the deferred tax assets recognized for
financial reporting purposes and the actual tax deduction reported on our income tax return are
recorded in additional paid-in capital (if the tax deduction exceeds the deferred tax asset) or in
earnings (if the deferred tax asset exceeds the tax deduction and no additional paid-in capital
exists from previous awards).
Stock-based compensation expense for the three months ended March 31, 2007 and April 1, 2006
was generated through stock options, restricted stock and restricted unit grants. The
weighted-average grant date fair value of stock-based awards granted was $21.58 and $23.32 per
share during the three months ended March 31, 2007 and April 1, 2006. For the three months ended
March 31, 2007, the fair value of stock-based awards issued was evenly divided between stock
options and restricted stock (including RSUs).
Total unrecognized compensation cost related to non-vested awards as of March 31, 2007
was $60.1 million, which is expected to be recognized over a weighted-average period of
approximately three years. There were no significant capitalized stock-based compensation costs as
of March 31, 2007.
The following table summarizes stock option activity under the Plans during the three months
ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Aggregate |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Life in Years |
|
|
Intrinsic Value |
|
Outstanding at beginning of period |
|
|
7,477,321 |
|
|
$ |
30.54 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
912,604 |
|
|
|
51.23 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(753,473 |
) |
|
|
23.82 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(24,166 |
) |
|
|
36.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period |
|
|
7,612,286 |
|
|
|
33.67 |
|
|
|
6.9 |
|
|
$ |
163,413,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at end of period |
|
|
4,922,515 |
|
|
$ |
27.77 |
|
|
|
5.9 |
|
|
$ |
134,917,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)
Note 3. Stock-Based Compensation (Continued)
The following weighted-average assumptions were used in determining the fair values of stock
options using the Black-Scholes valuation model:
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
Expected stock price volatility |
|
|
20 |
% |
|
|
25 |
% |
Risk-free interest rate |
|
|
4.75 |
% |
|
|
4.75 |
% |
Expected life of options (years) |
|
|
4.5 |
|
|
|
5 |
|
We have not declared cash dividends on our stock in the past and we do not anticipate
declaring cash dividends in the foreseeable future. The expected stock price volatility is based
on the evaluation of implied volatilities from traded call options on our stock and from call
options embedded in our existing convertible debt, historical volatility of our stock, and other
factors. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the
time of grant in conjunction with considering the expected life of options. The expected life of
options represents the approximate period of time that granted options are expected to be
outstanding and is based on historical data, including option exercises, forfeitures and
cancellations. Estimates of fair value are not intended to predict actual future events or the
value ultimately realized by recipients of stock options, and subsequent events are not indicative
of the reasonableness of the original estimates of fair value made by us.
The total intrinsic value, the amount by which the fair value of the underlying stock exceeds
the exercise price of the option, of stock options exercised was $21.6 million and $25.5 million
for the three months ended March 31, 2007 and April 1, 2006. The total cash received as a result
of stock option exercises for the three months ended March 31, 2007 and April 1, 2006 was
approximately $10.7 million and $17.1 million. In connection with these exercises, the tax
benefits that we realized for the three months ended March 31, 2007 and April 1, 2006 were $5.1
million and $6.9 million. We settle employee stock option exercises with newly issued common
shares.
The total intrinsic value of restricted stock (including RSUs) that vested was $39 and $36
during the three months ended March 31, 2007 and April 1, 2006. The following table summarizes the
status of our non-vested restricted shares/units for the three months ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Time-Based Restricted Stock/Units |
|
|
|
|
|
|
|
Weighted Average |
|
|
|
Shares/Units |
|
|
Grant Date Fair Value |
|
Outstanding at beginning of period |
|
|
113,994 |
|
|
$ |
5,042,725 |
|
Granted |
|
|
99,394 |
|
|
|
5,097,507 |
|
Vested |
|
|
(772 |
) |
|
|
(24,281 |
) |
Forfeited |
|
|
(1,278 |
) |
|
|
(60,462 |
) |
|
|
|
|
|
|
|
Outstanding at end of period |
|
|
211,338 |
|
|
$ |
10,055,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance-Based Restricted Stock/Units |
|
|
|
|
|
|
|
Weighted Average |
|
|
|
Shares/Units |
|
|
Grant Date Fair Value |
|
Outstanding at beginning of period |
|
|
225,543 |
|
|
$ |
10,657,767 |
|
Granted |
|
|
94,325 |
|
|
|
5,032,747 |
|
Forfeited |
|
|
(1,278 |
) |
|
|
(60,462 |
) |
|
|
|
|
|
|
|
Outstanding at end of period |
|
|
318,590 |
|
|
$ |
15,630,052 |
|
|
|
|
|
|
|
|
10
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)
Note 4. Business Acquisitions, Divestiture and Other Transactions
Acquisitions
We completed certain acquisitions during the three months ended March 31, 2007. The
operating results of our acquisitions are reflected in our financial statements from their
respective acquisition dates. Such acquisitions were immaterial to our financial statements
individually and in the aggregate.
Divestiture
On April 1, 2006, we sold substantially all of the assets of our Hospital Supply
Business, previously reported as part of our healthcare distribution reportable segment. The sale
price was $36.5 million, which was received during the second quarter of 2006. As a result of this
sale, included in the operating results from discontinued operations for 2006 is a $32.3 million
($19.4 million after-tax) loss on the sale, including $3.5 million ($2.1 million after-tax) of
transitional service obligations and selling costs.
Net sales generated by our Hospital Supply Business were $37.9 million for the three months
ended April 1, 2006. We have classified the operating results of the Hospital Supply Business as a
discontinued operation in the accompanying consolidated statements of income for the three months
ended April 1, 2006.
As part of the sale agreement, we remain obligated to make payments to the buyer, up to a
maximum of $5.0 million, contingent upon the buyers maintenance of a specified level of aggregate
sales of the Hospital Supply Business during the two-year post-closing period. Any payments made
in connection with these contingencies will be presented as part of our results from discontinued
operations.
Loan and Investment Agreement
As of March 31, 2007, we loaned D4D Technologies, LLC (D4D) $10.1 million and, if
remaining operational milestones are achieved, an additional $5.7 million loan is expected to be
made during 2007. The loans are repayable between December 2007 and July 2013.
We
also agreed to make equity investments in D4D totalling
$27.7 million ($6.7 million expected in 2007 and
$21.0 million expected in 2008) contingent upon
the achievement of specified D4D operational milestones. We have the option to fund a portion of our second equity investment in D4D by utilizing the
loan amounts due to us from D4D. We expect to account for such investments under the equity method
prospectively from the date of our first equity investment.
11
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)
Note 5. Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of
common shares outstanding for the period. Our diluted earnings per share is computed similarly to
basic earnings per share, except that it reflects the effect of common shares issuable upon vesting
of restricted stock and upon exercise of stock options using the treasury stock method in periods
in which they have a dilutive effect.
For the three months ended March 31, 2007, diluted earnings per share includes the effect of
common shares issuable upon conversion of our convertible debt. During the period, the debt was
convertible at a premium as a result of the conditions of the debt. As a result, the amount in
excess of the principal is presumed to be settled in common shares and is reflected in our
calculation of diluted earnings per share.
For the three months ended April 1, 2006, diluted earnings per share does not include the
effect of common shares issuable upon conversion of our convertible debt, as the debt was not
convertible at a premium during this period.
A reconciliation of shares used in calculating earnings per basic and diluted share follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
April 1, |
|
|
|
2007 |
|
|
2006 |
|
Basic |
|
|
87,910,641 |
|
|
|
87,309,609 |
|
Effect of assumed exercise of stock options |
|
|
1,209,816 |
|
|
|
1,847,918 |
|
Effect of assumed vesting of restricted stock |
|
|
377,179 |
|
|
|
84,102 |
|
Effect of assumed conversion of convertible debt |
|
|
486,120 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
89,983,756 |
|
|
|
89,241,629 |
|
|
|
|
|
|
|
|
Weighted-average options to purchase 270,773 shares of common stock at an exercise price
of $51.23 per share and 263,593 shares of common stock at an exercise price of $47.31 per share
that were outstanding during the three months ended March 31, 2007 and April 1, 2006 were excluded
from the computation of diluted earnings per share. In each of these periods, such options
exercise prices exceeded the average market price of our common stock, thereby causing the effect
of such options to be anti-dilutive.
Note 6. Comprehensive Income
Comprehensive income includes certain gains and losses that, under accounting principles
generally accepted in the United States, are excluded from net income as such amounts are recorded
directly as an adjustment to stockholders equity. Our comprehensive income is primarily comprised
of net income and foreign currency translation adjustments, but also includes unrealized gains and
losses on hedging activity and pension adjustments. Comprehensive income totaled $42.0 million and
$21.9 million for the three months ended March 31, 2007 and April 1, 2006.
12
HENRY SCHEIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(in thousands, except share and per share data)
(unaudited)
Note 7. Income Taxes
In July 2006, the Financial Accounting Standards Board issued FAS Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an interpretation of FAS No. 109 (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in the financial statements in
accordance with FAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition
threshold and a measurement attribute for the financial statement recognitions and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized,
a tax position must be more likely, than not, to be sustained upon examination by the taxing
authorities. The amount recognized is measured as the largest amount of benefit that is greater
than 50 percent likely of being realized upon ultimate audit settlement. The adoption of FIN 48,
effective December 31, 2006, resulted in a decrease to stockholders equity of approximately $300.
The total amount of unrecognized tax benefits as of the date of adoption was approximately
$12.7 million, all of which would affect the effective tax rate if recognized. It is expected that
the amount of unrecognized tax benefits will change in the next twelve months. However, we do not
expect the change to have a material impact on our consolidated financial statements.
The total amount of interest and penalties, which are classified as a component of the
provision for income taxes, were approximately $2.0 million and $0, respectively, as of the date of adoption. The total
amount of interest and penalties classified as a component of income tax expense were
insignificant.
The tax years subject to examination by major tax jurisdictions include the years 2002 and
forward by the U.S. Internal Revenue Service, and the years 1996 and forward for certain states and
the years 1997 and forward for certain foreign jurisdictions.
Note 8. Supplemental Cash Flow Information
Cash paid for interest and income taxes was:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
April 1, |
|
|
|
2007 |
|
|
2006 |
|
Interest |
|
$ |
12,672 |
|
|
$ |
12,629 |
|
Income taxes |
|
|
20,093 |
|
|
|
25,428 |
|
As
of March 31, 2007, we recorded a $7.3 million receivable for the
net cash proceeds related to the exercise of stock options
with a corresponding adjustment to stockholders' equity.
Also, during the three months ended March 31, 2007 and April 1, 2006, we had a $0.8 million
non-cash net unrealized gain and a $4.0 million non-cash net unrealized loss related to hedging
activities. Further, in connection with our sale of our Hospital Supply Business, we received
$34.5 million of the $36.5 million sales proceeds on April 3, 2006, with the balance received
during the remainder of 2006.
During 2006, we began presenting our variable-rate demand notes as part of available-for-sale
securities in our consolidated balance sheet. For comparative purposes, we have adjusted our
consolidated statements of cash flows for the three months ended April 1, 2006 to reflect the
effect this reclassification had on the purchasing ($23.5 million effect) and sales ($46.1 million
effect) of such available-for-sale securities.
13
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform
Act of 1995, we provide the following cautionary remarks regarding important factors which, among
others, could cause future results to differ materially from the forward-looking statements,
expectations and assumptions expressed or implied herein. All forward-looking statements made by
us are subject to risks and uncertainties and are not guarantees of future performance. These
forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance and achievements, or industry results to be materially
different from any future results, performance or achievements expressed or implied by such
forward-looking statements. These statements are identified by the use of such terms as may,
could, expect, intend, believe, plan, estimate, forecast, project, anticipate or
other comparable terms.
Risk factors and uncertainties that could cause actual results to differ materially from
current and historical results include, but are not limited to: competitive factors; changes in the
healthcare industry; changes in government regulations that affect us; financial risks associated
with our international operations; fluctuations in quarterly earnings; our dependence on third
parties for the manufacture and supply of our products; transitional challenges associated with
acquisitions; financial risks associated with acquisitions; regulatory and litigation risks; the
dependence on our continued product development, technical support and successful marketing in the
technology segment; our dependence upon sales personnel and key customers; our dependence on our
senior management; possible increases in the cost of shipping our products or other service trouble
with our third-party shippers; risks from rapid technological change; risks from potential
increases in variable interest rates; possible volatility of the market price of our common stock;
certain provisions in our governing documents that may discourage third-party acquisitions of us;
and changes in tax legislation that affect us. The order in which these factors appear should not
be construed to indicate their relative importance or priority.
We caution that these factors may not be exhaustive and that many of these factors are beyond
our ability to control or predict. Accordingly, forward-looking statements should not be relied
upon as a prediction of actual results. We undertake no duty and have no obligation to update
forward-looking statements.
Executive-Level Overview
We believe we are the largest distributor of healthcare products and services primarily to
office-based healthcare practitioners in the combined North American and European markets. We
serve more than 500,000 customers worldwide, including dental practitioners and laboratories,
physician practices and animal health clinics, as well as government and other institutions. We
believe that we have a strong brand identity due to our more than 75 years of experience
distributing healthcare products.
We are headquartered in Melville, New York, employ more than 11,000 people and have operations
in the United States, Canada, the United Kingdom, the Netherlands, Belgium, Germany, France,
Austria, Portugal, Spain, the Czech Republic, Luxembourg, Italy, Ireland, Switzerland, Israel,
Australia and New Zealand. We also have an affiliate in Iceland.
We have established strategically located distribution centers to enable us to better serve
our customers and increase our operating efficiency. This infrastructure, together with broad
product and service offerings at competitive prices, and a strong commitment to customer service,
enables us to be a single source of supply for our customers needs. Our infrastructure also
allows us to provide convenient ordering and rapid, accurate and complete order fulfillment.
14
We conduct our business through two reportable segments: healthcare distribution and
technology. These segments offer different products and services to the same customer base. The
healthcare distribution reportable segment aggregates our dental, medical (including animal health)
and international operating segments. This segment consists of consumable products, small
equipment, laboratory products, large dental equipment, equipment repair services, branded and
generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products
and vitamins.
Our dental group serves office-based dental practitioners, schools and other institutions in
the combined United States and Canadian dental market. Our medical group serves office-based
medical practitioners, surgical centers, other alternate-care settings, animal health clinics and
other institutions throughout the United States. Our international group serves 17 countries
outside of North America and is what we believe to be a leading European healthcare supplier
serving office-based practitioners.
Our technology group provides software, technology and other value-added services to
healthcare practitioners, primarily in the United States and Canada. Our value-added practice
solutions include practice-management software systems for dental and medical practitioners and
animal health clinics. Our technology group offerings also include financial services and
continuing education services for practitioners.
Industry Overview
In recent years, the healthcare industry has increasingly focused on cost containment. This
trend has benefited distributors capable of providing a broad array of products and services at low
prices. It also has accelerated the growth of HMOs, group practices, other managed care accounts
and collective buying groups, which, in addition to their emphasis on obtaining products at
competitive prices, tend to favor distributors capable of providing specialized management
information support. We believe that the trend towards cost containment has the potential to
favorably affect demand for technology solutions, including software, which can enhance the
efficiency and facilitation of practice management.
Our operating results in recent years have been significantly affected by strategies and
transactions that we undertook to expand our business, domestically and internationally, in part to
address significant changes in the healthcare industry, including consolidation of healthcare
distribution companies, potential healthcare reform, trends toward managed care, cuts in Medicare
and collective purchasing arrangements.
Industry Consolidation
The healthcare products distribution industry, as it relates to office-based healthcare
practitioners, is highly fragmented and diverse. This industry, which encompasses the dental,
medical and animal health markets, was estimated to produce revenues of approximately $22.0 billion
in 2006 in the combined North American and European markets. The industry ranges from sole
practitioners working out of relatively small offices to group practices or service organizations
ranging in size from a few practitioners to a large number of practitioners who have combined or
otherwise associated their practices.
Due in part to the inability of office-based healthcare practitioners to store and manage
large quantities of supplies in their offices, the distribution of healthcare supplies and small
equipment to office-based healthcare practitioners has been characterized by frequent,
small-quantity orders, and a need for rapid, reliable and substantially complete order fulfillment.
The purchasing decisions within an office-based healthcare practice are typically made by the
practitioner or an administrative assistant. Supplies and small equipment are generally purchased
from more than one distributor, with one generally serving as the primary supplier.
We believe that consolidation within the industry will continue to result in a number of
distributors, particularly those with limited financial and marketing resources, seeking to combine
with larger companies that can provide growth opportunities. This consolidation also may continue to
result in
15
distributors seeking to acquire companies that can enhance their current product and
service offerings or provide opportunities to serve a broader customer base.
Our trend with regard to acquisitions has been to expand our role as a provider of products
and services to the healthcare industry. This trend has resulted in expansion into service areas
that complement our existing operations and provide opportunities for us to develop synergies with,
and thus strengthen, the acquired businesses.
As industry consolidation continues, we believe that we are positioned to capitalize on this
trend, as we believe we have the ability to support increased sales through our existing
infrastructure. In the U.S. dental market, we estimate that there are currently more than 300
smaller distributors holding approximately 25% of the market. In the U.S. medical market, we
estimate that more than 500 smaller distributors hold approximately 50% of the market, and in the
European dental market, we estimate that more than 200 smaller distributors hold approximately 80%
of the market.
As the healthcare industry continues to change, we continually evaluate possible candidates
for merger or acquisition and intend to continue to seek opportunities to expand our role as a
provider of products and services to the healthcare industry. There can be no assurance that we
will be able to successfully pursue any such opportunity or consummate any such transaction, if
pursued. If additional transactions are entered into or consummated, we would incur merger and
acquisition-related costs, and there can be no assurance that the integration efforts associated
with any such transaction would be successful.
Aging Population and Other Market Influences
The healthcare products distribution industry continues to experience growth due to the aging
population, increased healthcare awareness, the proliferation of medical technology and testing,
new pharmacology treatments and expanded third-party insurance coverage. In addition, the
physician market continues to benefit from the shift of procedures and diagnostic testing from
hospitals to alternate-care sites, particularly physicians offices. As the cosmetic surgery and
elective procedure markets continue to grow, physicians are increasingly performing more of these
procedures in their offices. The elder-care market continues to benefit from the increasing growth
rate of the population of elderly Americans.
The January 2000 U.S. Bureau of the Census estimated that the elderly population in the United
States will more than double by the year 2040. In 2000, four million Americans were aged 85 or
older, the segment of the population most in need of long-term care and elder-care services. By
the year 2040, that number is projected to more than triple to more than 14 million. The
population aged 65 to 84 years is projected to more than double in the same time period.
As a result of these market dynamics, the annual expenditures for healthcare services continue
to increase in the United States. The Centers for Medicare and Medicaid Services (CMS) published
National Health Care Expenditures Projections: 2005 2015 indicating that total national
healthcare spending reached $1.9 trillion in 2004, or 16.0% of the nations gross domestic product,
the benchmark measure for annual production of goods and services in the United States. Healthcare
spending is projected to reach $4.0 trillion in 2015, an estimated 20.0% of the nations gross
domestic product.
16
Results of Operations
The following table summarizes the significant components of our operating results and
cash flows for the three months ended March 31, 2007 and April 1, 2006 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
April 1, |
|
|
|
2007 |
|
|
2006 |
|
Operating Results: |
|
|
|
|
|
|
|
|
Net sales |
|
$ |
1,334,143 |
|
|
$ |
1,161,781 |
|
Cost of sales |
|
|
941,170 |
|
|
|
824,179 |
|
|
|
|
|
|
|
|
Gross profit |
|
|
392,973 |
|
|
|
337,602 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
319,074 |
|
|
|
276,684 |
|
Operating income |
|
$ |
73,899 |
|
|
$ |
60,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense, net |
|
$ |
(1,983 |
) |
|
$ |
(2,617 |
) |
Income from continuing operations |
|
|
43,494 |
|
|
|
35,627 |
|
|
|
|
|
|
|
|
|
|
Cash Flows: |
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
$ |
33,902 |
|
|
$ |
38,000 |
|
Net cash used in investing activities |
|
|
45,048 |
|
|
|
62,160 |
|
Net cash provided by (used in) financing activities |
|
|
(15,165 |
) |
|
|
22,425 |
|
Three Months Ended March 31, 2007 Compared to Three Months Ended April 1, 2006
Net Sales
Net sales for the three months ended March 31, 2007 and April 1, 2006 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
% of |
|
|
April 1, |
|
|
% of |
|
|
|
2007 |
|
|
Total |
|
|
2006 |
|
|
Total |
|
Healthcare distribution (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dental (2) |
|
$ |
562,601 |
|
|
|
42.2 |
% |
|
$ |
482,036 |
|
|
|
41.5 |
% |
Medical (3) |
|
|
372,302 |
|
|
|
27.9 |
|
|
|
334,631 |
|
|
|
28.8 |
|
International (4) |
|
|
370,825 |
|
|
|
27.8 |
|
|
|
322,306 |
|
|
|
27.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total healthcare distribution |
|
|
1,305,728 |
|
|
|
97.9 |
|
|
|
1,138,973 |
|
|
|
98.0 |
|
Technology (5) |
|
|
28,415 |
|
|
|
2.1 |
|
|
|
22,808 |
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,334,143 |
|
|
|
100.0 |
% |
|
$ |
1,161,781 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Consists of consumable products, small equipment, laboratory products, large dental
equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical
products, diagnostic tests, infection-control products and vitamins. |
|
(2) |
|
Consists of products sold in the United States and Canada. |
|
(3) |
|
Consists of products sold in the United States medical and animal health markets. |
|
(4) |
|
Consists of products sold in the dental, medical and animal health markets, primarily in
Europe. |
|
(5) |
|
Consists of practice-management software and other value-added products and services, which
are distributed primarily to healthcare providers in the United States and Canada. |
The $172.4 million, or 14.8%, increase in net sales for the three months ended March 31,
2007 includes increases of 12.4% local currency growth (4.2% internally generated primarily due to
volume growth and 8.2% from acquisitions) and 2.4% related to foreign currency exchange.
17
The $80.6 million, or 16.7%, increase in dental net sales for the three months ended March 31,
2007 includes increases of 16.9% local currency growth (9.9% internally generated primarily due to
increased volume and 7.0% from acquisitions) and a decline of 0.2% related to foreign currency
exchange. The 16.9% local currency growth was due to dental consumable merchandise sales growth of
14.6% (6.2% internal growth and 8.4% from acquisitions) and dental equipment sales and service
growth of 25.6% (23.5% internal growth and 2.1% from acquisitions).
The $37.7 million, or 11.3%, increase in medical net sales for the three months ended March
31, 2007 includes acquisition growth of 13.2%, partially offset by a decline of 1.9% in internal
growth, net of a divestiture. This decline was due to lower sales of pharmaceutical products.
The $48.5 million, or 15.1%, increase in international net sales for the three months ended
March 31, 2007 includes increases of 6.1% in local currencies (5.0% from acquisitions and 1.1%
internally generated), and 9.0% related to foreign currency exchange.
The $5.6 million, or 24.6%, increase in technology net sales for the three months ended March
31, 2007 includes increases of 24.7% in local currency growth (17.7% internally generated and 7.0%
from acquisitions), partially offset by a decline of 0.1% related to foreign currency exchange.
The increase was driven by growth in electronic services, software and financial services revenue.
Gross Profit
Gross profit and gross margin percentages by segment and in total for the three months ended
March 31, 2007 and April 1, 2006 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Gross |
|
|
April 1, |
|
|
Gross |
|
|
|
2007 |
|
|
Margin % |
|
|
2006 |
|
|
Margin % |
|
Healthcare distribution |
|
$ |
371,263 |
|
|
|
28.4 |
% |
|
$ |
320,115 |
|
|
|
28.1 |
% |
Technology |
|
|
21,710 |
|
|
|
76.4 |
|
|
|
17,487 |
|
|
|
76.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
392,973 |
|
|
|
29.5 |
|
|
$ |
337,602 |
|
|
|
29.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2007, gross profit increased $55.4 million, or
16.4%, from the comparable prior year period. As a result of different practices of categorizing
costs associated with distribution networks throughout our industry, our gross margins may not
necessarily be comparable to other distribution companies. Additionally, we realize substantially
higher gross margin percentages in our technology segment than in our healthcare distribution
segment. These higher gross margins result from being both the developer and seller of software
products combined with the nature of the software
industry, in which developers typically realize higher gross margins to recover investments in
research and development.
Healthcare distribution gross profit increased $51.2 million, or 16.0%, for the three months
ended March 31, 2007 from the comparable prior year period. Healthcare distribution gross profit
margin increased to 28.4% for the three months ended March 31, 2007 from 28.1% for the comparable
prior year period, which reflects a favorable sales mix and improved margin management.
Technology gross profit increased $4.2 million, or 24.1%, for the three months ended March 31,
2007 from the comparable prior year period. Technology gross profit margin decreased to 76.4% for
the three months ended March 31, 2007 from 76.7% for the comparable prior year period primarily due
to increased personnel costs.
18
Selling, General and Administrative
Selling, general and administrative expenses by segment and in total for the three months
ended March 31, 2007 and April 1, 2006 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
|
|
March 31, |
|
|
Respective |
|
|
April 1, |
|
|
Respective |
|
|
|
2007 |
|
|
Net Sales |
|
|
2006 |
|
|
Net Sales |
|
Healthcare distribution |
|
$ |
308,201 |
|
|
|
23.6 |
% |
|
$ |
267,953 |
|
|
|
23.5 |
% |
Technology |
|
|
10,873 |
|
|
|
38.3 |
|
|
|
8,731 |
|
|
|
38.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
319,074 |
|
|
|
23.9 |
|
|
$ |
276,684 |
|
|
|
23.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses increased $42.4 million, or 15.3%, to $319.1
million for the three months ended March 31, 2007 from the comparable prior year period. As a
percentage of net sales, selling, general and administrative expenses increased to 23.9% from 23.8%
for the comparable prior year period.
As a component of selling, general and administrative expenses, selling expenses increased
$25.1 million, or 13.4%, to $212.5 million for the three months ended March 31, 2007 from the
comparable prior year period. As a percentage of net sales, selling expenses decreased to 15.9%
from 16.1% for the comparable prior year period.
As a component of selling, general and administrative expenses, general and administrative
expenses increased $17.3 million, or 19.3%, to $106.6 million for the three months ended March 31,
2007 from the comparable prior year period. As a percentage of net sales, general and
administrative expenses increased to 8.0% from 7.7% for the comparable prior year period.
Other Expense, Net
Other expense, net, for the three months ended March 31, 2007 and April 1, 2006 were as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
April 1, |
|
|
|
2007 |
|
|
2006 |
|
Interest income |
|
$ |
4,138 |
|
|
$ |
4,556 |
|
Interest expense |
|
|
(6,004 |
) |
|
|
(7,394 |
) |
Other, net |
|
|
(117 |
) |
|
|
221 |
|
|
|
|
|
|
|
|
Other expense, net |
|
$ |
(1,983 |
) |
|
$ |
(2,617 |
) |
|
|
|
|
|
|
|
Other expense, net, decreased $0.6 million for the three months ended March 31, 2007 from
the comparable prior year period. This decrease was primarily due to lower interest expense
resulting from the conversion of U.S. LIBOR based borrowings to Euro LIBOR based borrowings,
partially offset by reduced interest income primarily due to lower cash and cash equivalent
balances.
Income Taxes
For the three months ended March 31, 2007, our effective tax rate from continuing operations
decreased to 35.5% from 36.4% for the comparable prior year period. The difference between our
effective tax rates and the federal statutory tax rates for both periods related primarily to
foreign and state income taxes.
19
Liquidity and Capital Resources
Our principal capital requirements include the funding of working capital needs,
repurchases of common stock, acquisitions and capital expenditures. Working capital requirements
generally result from increased sales, special inventory forward buy-in opportunities, and payment
terms for receivables and payables. Since sales tend to be stronger during the third and fourth
quarters and special inventory forward buy-in opportunities are most prevalent just before the end
of the year, our working capital requirements have generally been higher from the end of the third
quarter to the end of the first quarter of the following year.
We finance our business primarily through cash generated from our operations, revolving credit
facilities, debt placements and stock issuances. Our ability to generate sufficient cash flows
from operations is dependent on the continued demand of our customers for, and provision by our
suppliers of, our products and services. Given current operating, economic and industry
conditions, we believe that demand for our products and services will remain consistent
with recent trends in the foreseeable future.
Net cash flow used in operating activities was $33.9 million for the three months ended March
31, 2007, compared to $38.0 million for the comparable prior year period. This net change of $4.1
million was primarily due to cash outflows related to the timing of working capital cash receipts and
payments, partially offset by increased income from continuing operations.
Net cash used in investing activities was $45.0 million for the three months ended March 31,
2007, compared to $62.2 million for the comparable prior year period. The net change of $17.2
million was primarily due to a reduction in payments for business acquisitions, partially offset by
a reduction in net security sales. We expect to invest approximately $35.0 million to $40.0
million during the remainder of the fiscal year in capital projects to modernize and expand our
facilities and computer systems infrastructure and to integrate certain operations into our core
structure.
Net cash used in financing activities was $15.2 million for the three months ended March 31,
2007, compared to $22.4 million provided by financing activities for the comparable prior year
period. The net change of $37.6 million was primarily due to increased repurchases of our common
stock during the three months ended March 31, 2007, as well as the timing of cash proceeds received
related to stock option exercises.
The following table summarizes selected measures of liquidity and capital resources (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 30, |
|
|
|
2007 |
|
|
2006 |
|
Cash and cash equivalents |
|
$ |
154,456 |
|
|
$ |
248,647 |
|
Available-for-sale securities |
|
|
47,499 |
|
|
|
47,999 |
|
Working capital |
|
|
853,607 |
|
|
|
834,760 |
|
|
|
|
|
|
|
|
|
|
Debt: |
|
|
|
|
|
|
|
|
Bank credit lines |
|
$ |
2,359 |
|
|
$ |
2,528 |
|
Current maturities of long-term debt |
|
|
37,495 |
|
|
|
41,036 |
|
Long-term debt |
|
|
457,318 |
|
|
|
455,806 |
|
|
|
|
|
|
|
|
Total debt |
|
$ |
497,172 |
|
|
$ |
499,370 |
|
|
|
|
|
|
|
|
Our cash and cash equivalents consist of bank balances and investments in money market
funds representing overnight investments with a high degree of liquidity. At March 31, 2007 and
December 30, 2006, our available-for-sale securities consisted of highly liquid tax-efficient
securities, including primarily auction-rate securities and variable-rate demand notes.
20
Our business requires a substantial investment in working capital, which is susceptible to
variations during the year as a result of inventory purchase patterns and seasonal demands.
Inventory purchase activity is a function of sales activity, special inventory forward buy-in
opportunities and our desired level of inventory. We anticipate future increases in our working
capital requirements as a result of continuing sales growth.
Our accounts receivable days sales outstanding from continuing operations improved to 42.0
days for the three months ended March 31, 2007 from 42.6 days for the comparable prior year period.
Our inventory turnover from continuing operations for the three months ended March 31, 2007 was
6.5 turns compared to 6.6 turns for the three months ended April 1, 2006.
In 2004, we completed an issuance of $240.0 million of convertible debt. These notes are
senior unsecured obligations bearing a fixed annual interest rate of 3.0% and are due to mature on
August 15, 2034. Interest on the notes is payable on February 15 and August 15 of each year, which
commenced on February 15, 2005. The notes are convertible into our common stock at a conversion
ratio of 21.58 shares per one thousand dollars of principal amount of notes, which is the
equivalent conversion price of $46.34 per share, under the following circumstances:
|
|
|
if the price of our common stock is above 130% of the conversion price
measured over a specified number of trading days; |
|
|
|
|
during the five business-day period following any 10 consecutive
trading-day period in which the average of the trading prices for the notes for that 10
trading-day period was less than 98% of the average conversion value for the notes
during that period; |
|
|
|
|
if the notes have been called for redemption; or |
|
|
|
|
upon the occurrence of a fundamental change or specified corporate
transactions, as defined in the note agreement. |
Upon conversion, we are required to satisfy our conversion obligation with respect to the
principal amount of the notes to be converted, in cash, with any remaining amount to be satisfied
in shares of our common stock. We currently have sufficient availability of funds through our
$300.0 million revolving credit facility (discussed below) along with cash on hand to fully satisfy
the cash portion of our conversion obligation. We also will pay contingent interest during any
six-month interest period beginning August 20, 2010, if the average trading price of the notes is
above specified levels. We may redeem some or all of the notes on or after August 20, 2010. The
note holders may require us to purchase all or a portion of the notes on August 15, 2010, 2014,
2019, 2024 and 2029 or, subject to specified exceptions, upon a change of control event.
Our $130.0 million senior notes are due on June 30, 2009 and bear interest at a fixed rate of
6.9% per annum. On September 25, 2006, we made our first annual principal payment of $20.0 million
on our $100.0 million senior notes, which bear interest at a fixed rate of 6.7% per annum.
Remaining principal payments are due annually on September 25, 2007 through 2010. Interest on both
notes is payable semi-annually.
In 2003, we entered into agreements relating to our $230.0 million senior notes to exchange
their fixed interest rates for variable interest rates. The value of debt exchanged to a variable
rate of interest reduces according to the repayment schedule of the senior notes. As of March 31,
2007, there was $210.0 million of principal remaining with a weighted-average variable interest
rate of 8.5%. This weighted-average variable interest rate is comprised of LIBOR plus a spread
and resets on the interest due dates for such senior notes.
21
On May 24, 2005, we entered into a $300.0 million revolving credit facility with a $100.0
million expansion feature. This facility expires in May 2010. As of March 31, 2007, there were
$8.2 million of letters of credit provided to third parties and no borrowings outstanding under
this revolving credit facility.
On June 21, 2004 and on October 31, 2005, we announced that our Board of Directors had
authorized $100.0 million common stock repurchase programs. On March 28, 2007, our Board of
Directors authorized an additional $100.0 million repurchase program of shares in our common stock.
As of March 31, 2007, we had repurchased $159.5 million or 4,012,242 shares under these
initiatives, with $140.5 million remaining for future common stock share repurchases.
Some minority shareholders in certain of our subsidiaries have the right, at certain times, to
require us to acquire their ownership interest in those entities at fair value based on third-party
valuations or at a price pursuant to a formula as defined in the agreements, which approximates
fair value. Additionally, some prior owners of such acquired subsidiaries are eligible to receive
additional purchase price cash consideration if certain profitability targets are met. We accrue
liabilities that may arise from these transactions when we believe that the outcome of the
contingency is determinable beyond a reasonable doubt.
We finance our business to provide adequate funding for at least 12 months. Funding
requirements are based on forecasted profitability and working capital needs, which, on occasion
may change. Consequently, we may change our funding structure to reflect any new requirements.
We believe that our cash and cash equivalents, our ability to access private debt markets and
public equity markets, and our available funds under existing credit facilities provide us with
sufficient liquidity to meet our currently foreseeable short-term and long-term capital needs.
E-Commerce
Traditional healthcare supply and distribution relationships are being challenged by
electronic online commerce solutions. Our distribution business is characterized by rapid
technological developments and intense competition. The advancement of online commerce will
require us to cost-effectively adapt to changing technologies, to enhance existing services and to
develop and introduce a variety of new services to address the changing demands of consumers and
our customers on a timely basis, particularly in response to competitive offerings.
Through our proprietary, technologically-based suite of products, we offer customers a variety
of competitive alternatives. We believe that our tradition of reliable service, our name
recognition and large customer base built on solid customer relationships position us well to
participate in this growing aspect of the distribution business. We continue to explore ways and
means to improve and expand our Internet presence and capabilities.
22
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates
from those disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 30,
2006.
Recently Issued Accounting Standards
In
July 2006, the Financial Accounting Standards Board (FASB) issued FAS Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an interpretation of FAS No. 109 (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in the financial statements in
accordance with FAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition
threshold and a measurement attribute for the financial statement recognitions and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized,
a tax position must be more likely, than not, to be sustained upon examination by the taxing
authorities. The amount recognized is measured as the largest amount of benefit that is greater
than 50 percent likely of being realized upon ultimate audit settlement. The adoption of FIN 48,
effective December 31, 2006, resulted in a decrease to stockholders equity of approximately $300.
In September 2006, the FASB issued FAS No. 157, Fair Value Measurements. FAS 157
establishes a framework for measuring fair value in generally accepted accounting principles and
expands disclosures about fair value measurements. FAS 157 applies under other previously issued
accounting pronouncements that require or permit fair value measurements but does not require any
new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal years. We are currently
evaluating the impact of FAS 157 on our consolidated financial statements.
In September 2006, the FASB issued FAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106 and
132(R). FAS 158 requires an employer to recognize the over- or under-funded status of a defined
benefit plan as an asset or liability in the statement of financial position and to recognize
changes in that funded status, net of tax through comprehensive income, in the year in which the
changes occur. FAS 158 also requires an employer to measure the funded status of a defined benefit
plan as of the date of its year end statement of financial position. The provisions of FAS 158 are
effective for our year ended December 30, 2006, with the exception of the requirement to measure
the funded status of retirement benefit plans as of our fiscal year end, which is effective for our
fiscal year ending December 27, 2008. During December 2006, we implemented the requirement to
recognize the funded status of our defined benefit plans. Recognizing the funded status of our
defined benefit plans did not have a material impact on our statement of financial position.
In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159), including an amendment to FASB No. 115. FAS 159 gives entities
the irrevocable option to measure eligible financial assets, financial liabilities and firm
commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted
to be accounted for at fair value under other accounting standards. The election, called the fair
value option, will enable entities to achieve an offset accounting effect for changes in fair value
of certain related assets and liabilities without having to apply complex hedge accounting
provisions. SFAS 159 is effective as of the beginning of a companys first fiscal year that begins
after November 15, 2007. We are currently evaluating the impact of FAS 159 on our consolidated
financial statements.
23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk from that disclosed in
Item 7A of our Annual Report on Form 10-K for the year ended December 30, 2006.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our principal
executive officer and principal financial officer, we evaluated the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the period covered by this
quarterly report as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our
management, including our principal executive officer and principal financial officer, concluded
that our disclosure controls and procedures were effective as of March 31, 2007 to ensure that all
material information required to be disclosed by us in reports that we file or submit under the
Exchange Act is accumulated and communicated to them as appropriate to allow timely decisions
regarding required disclosure and that all such information is recorded, processed, summarized and
reported as specified in the SECs rules and forms.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred
during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the internal control system are met. Because of the
inherent limitations of any internal control system, no evaluation of controls can provide absolute
assurance that all control issues, if any, within a company have been detected.
24
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our business involves a risk of product liability and other claims in the ordinary course
of business, and from time to time we are named as a defendant in cases as a result of our
distribution of pharmaceutical and other healthcare products. As a business practice, we generally
obtain product indemnification from our suppliers.
We have various insurance policies, including product liability insurance, covering risks in
amounts that we consider adequate. In many cases in which we have been sued in connection with
products manufactured by others, the manufacturer provides us with indemnification. There can be
no assurance that the insurance coverage we maintain is sufficient or will be available in adequate
amounts or at a reasonable cost, or that indemnification agreements will provide us with adequate
protection. In our opinion, all pending matters, including those described below, are covered by
insurance or will not otherwise have a material adverse effect on our financial condition or
results of operations.
As of March 31, 2007, we had accrued our best estimate of potential losses relating to product
liability and other claims that were probable to result in a liability and for which we were able
to reasonably estimate a loss. This accrued amount, as well as related expenses, was not material
to our financial position, results of operations or cash flows. Our method for determining
estimated losses considers currently available facts, presently enacted laws and regulations and
other external factors, including probable recoveries from third parties.
Product Liability Claims
As of March 31, 2007, we were a defendant in approximately 15 product liability cases. In
many of these cases, the manufacturers have agreed to defend and indemnify us. The manufacturers
have withheld defense and indemnification in some of these cases pending product identification.
In our opinion, these cases are covered by insurance or will not otherwise have a material adverse
effect on our financial condition or results of operations.
25
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of equity securities by the issuer
Our current share repurchase program, announced on June 21, 2004, originally allowed us to
repurchase up to $100.0 million in shares of our common stock, which represented approximately 3.5%
of the shares outstanding at the commencement of the program. On October 31, 2005, our Board of
Directors authorized an additional $100.0 million of shares in our common stock to be repurchased
under this program. On March 28, 2007, our Board of Directors authorized an additional $100.0
million of shares in our common stock to be repurchased under this program. As of March 31, 2007,
we had repurchased $159.5 million or 4,012,242 shares under this initiative, with $140.5 million
remaining for future common stock share repurchases.
The following table summarizes repurchases of our common stock under our stock repurchase
program during the fiscal quarter ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Maximum Number |
|
|
|
Total |
|
|
|
|
|
|
of Shares |
|
|
of Shares |
|
|
|
Number |
|
|
Average |
|
|
Purchased as Part |
|
|
that May Yet |
|
|
|
of Shares |
|
|
Price Paid |
|
|
of Our Publicly |
|
|
Be Purchased Under |
|
Fiscal Month |
|
Purchased (1) |
|
|
per Share |
|
|
Announced Program |
|
|
Our Program (2) |
|
12/31/06 through 02/03/07 |
|
|
612,500 |
|
|
$ |
47.89 |
|
|
|
612,500 |
|
|
|
817,068 |
|
02/04/07 through 03/03/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
814,843 |
|
03/04/07 through 03/31/07 |
|
|
26,600 |
|
|
|
51.09 |
|
|
|
26,600 |
|
|
|
2,546,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
639,100 |
|
|
|
|
|
|
|
639,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All repurchases were executed in the open market under our existing publicly announced
authorized program. |
|
(2) |
|
The maximum number of shares that may yet be purchased under this program is determined
at the end of each month based on the closing price of our common stock at that time. |
26
ITEM 6. EXHIBITS
Exhibits.
|
|
|
10.1
|
|
Henry Scheins Management Team 2007 Performance Incentive Plan Summary |
|
|
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURE
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.
|
|
|
|
|
Henry Schein, Inc. |
|
|
(Registrant) |
|
|
|
|
|
By: /s/ Steven Paladino |
|
|
|
|
|
Steven Paladino |
|
|
Executive Vice President and |
|
|
Chief Financial Officer |
|
|
(Authorized Signatory and Principal Financial |
|
|
and Accounting Officer) |
Dated: May 9, 2007
27