UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 25, 2008
-------------------
HENRY SCHEIN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-27078 11-3136595
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(State or other jurisdiction (Commission File IRS Employer
of incorporation) Number) (Identification No.)
135 DURYEA ROAD, MELVILLE, NEW YORK 11747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 843-5500
-----------------
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 25, 2008, Henry Schein, Inc. issued a press release reporting
the financial results for the three months and full year ended December 29,
2007. The full text of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibit 99.1 - Press Release dated February 25, 2008.
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 hereunto duly authorized.
HENRY SCHEIN, INC.
By: /s/ Steven Paladino
------------------------------------
Steven Paladino
Executive Vice President and
Chief Financial Officer
(principal financial and accounting
officer)
February 25, 2008
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated February 25, 2008.
HENRY SCHEIN
NEWS RELEASE
Henry Schein, Inc. - 135 Duryea Road - Melville, New York 11747
FOR IMMEDIATE RELEASE
HENRY SCHEIN REPORTS RECORD FOURTH QUARTER AND FULL YEAR RESULTS
Fourth quarter diluted EPS from continuing operations increases 19% to $0.83
Annual diluted EPS from continuing operations increases 27%
MELVILLE, N.Y. - February 25, 2008 - Henry Schein, Inc. (NASDAQ: HSIC), the
largest provider of healthcare products and services to office-based
practitioners in the combined North American and European markets, today
reported financial results for the quarter ended December 29, 2007.
Net sales for the fourth quarter of 2007 were $1.7 billion, an increase
of 16.4% compared with the fourth quarter of 2006. This increase includes 12.3%
local currency growth (3.8% internally generated and 8.5% from acquisitions) and
4.1% related to foreign currency exchange. (See Exhibit A for details of sales
growth.)
Income from continuing operations for the fourth quarter of 2007 was
$76.4 million or $0.83 per diluted share, up 21.3% and 18.6%, respectively,
compared with the prior-year fourth quarter.
Net income for the fourth quarter of 2007 was $78.3 million or $0.85
per diluted share. Results include income from discontinued operations of
approximately $1.8 million or $0.02 per diluted share, primarily related to the
gain on the sale of the Company's specialty pharmacy business.
"Our strong fourth quarter financial results close out a very solid
year for Henry Schein," said Stanley M. Bergman, Chairman and Chief Executive
Officer of Henry Schein. "For the year our Dental, Medical, International and
Technology Groups each reported double-digit sales growth and market share
gains, and we are proud to have once again achieved our key long-term financial
objectives for internal sales growth, operating margin expansion, EPS growth and
cash flow from operations."
Dental Group sales increased 12.8% during the fourth quarter, including
11.2% growth in local currencies (9.4% internally generated and 1.8% from
acquisitions) and 1.6% growth related to foreign currency exchange. Of the
11.2% local currency growth, Dental consumable merchandise sales increased 6.5%
(4.6% internal growth and 1.9% acquisition growth) and Dental equipment sales
and service revenues were up 21.3% (19.6% internal growth and 1.7% acquisition
growth).
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"Our Dental Group continues to be successful in delivering profitable
growth and expanding our presence in the marketplace," commented Mr. Bergman.
"Fourth quarter performance was highlighted by impressive internal growth in
equipment sales and service revenues, with strong gains in both traditional
equipment and high-tech products."
Medical Group sales declined 5.5% during the fourth quarter (6.0%
decline in internal growth and 0.5% acquisition growth). Medical Group sales
were impacted by the timing of influenza vaccine sales which, while higher in
the third quarter of 2007 due to earlier shipments, were significantly lower in
the fourth quarter of 2007 when compared with the fourth quarter of 2006.
Excluding sales of influenza vaccine, Medical Group sales increased 3.8% for the
quarter, with 3.3% internal growth. For the year influenza vaccine sales were
more than 20% higher than 2006.
"During the fourth quarter we achieved our stated goal of reducing
sales of certain lower-margin pharmaceutical products, thereby allowing our
Medical Group to focus on driving profitable revenue growth in the office-based
physician market," said Mr. Bergman.
"Early in 2008 we announced the appointment of Michael Racioppi to
Chief Merchandising Officer, a new corporate leadership position with
responsibility for optimizing the Company's global gross profit, and named David
McKinley as President of Henry Schein's Medical Group," he added. "I am very
excited about the future contributions of each of these two executives."
For the quarter International Group sales increased 42.5%, including
30.1% growth in local currencies (5.0% internally generated and 25.1% from
acquisitions) and 12.4% related to foreign currency exchange.
"Sales growth in our International Group was driven by strong gains in
the United Kingdom, Spain, Italy and the Benelux countries," commented Mr.
Bergman. "I am pleased to report that W. & J. Dunlop, a leading United Kingdom
animal health products supplier we acquired during the third quarter of 2007, is
performing consistent with our expectations."
Technology and Value-Added Services Group sales increased 44.8% during
the fourth quarter of 2007, including 44.0% growth in local currencies (15.5%
internally generated and 28.5% acquisition growth) and 0.8% growth related to
foreign currency exchange.
"Technology and Value-Added Services results reflect continued strong
electronic services, software and financial services revenue growth," stated Mr.
Bergman. "Revenue includes a full quarter contribution from Software of
Excellence, a leading supplier of practice management systems in the United
Kingdom, Australia and New Zealand."
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Full-Year 2007 Results
For 2007 net sales of $5.9 billion represent an increase of 17.3%
compared with 2006. This increase includes 14.3% local currency growth (7.3%
internally generated and 7.0% from acquisitions, net of divestiture) and 3.0%
related to foreign currency exchange. Income from continuing operations for
2007 was $235.0 million or $2.58 per diluted share, up 28.6% and 27.1%,
respectively, compared with 2006.
2008 EPS Guidance
Henry Schein affirms 2008 financial guidance, as follows:
o 2008 diluted EPS is expected to be $2.93 to $3.00, representing
growth of 14% to 16% compared with 2007.
o This 2008 diluted EPS guidance includes Henry Schein's expectation
that it will distribute 12 million to 15 million doses of influenza
vaccine during the year, representing earnings of $0.13 to $0.16 per
diluted share.
o 2008 diluted EPS guidance is for current continuing operations
including completed or previously announced acquisitions, and does
not include the impact of potential future acquisitions, if any.
Fourth Quarter Conference Call Webcast
The Company will hold a conference call to discuss fourth quarter
financial results today, beginning at 10:00 a.m. Eastern time. Individual
investors are invited to listen to the conference call over the Internet through
Henry Schein's Web site at www.henryschein.com. In addition, a replay will be
available beginning shortly after the call has ended.
About Henry Schein
Henry Schein, a Fortune 500(R) company and a member of the NASDAQ
100(R) Index, is recognized for its excellent customer service and highly
competitive prices. The Company's four business groups - Dental, Medical,
International and Technology - serve more than 550,000 customers worldwide,
including dental practitioners and laboratories, physician practices and animal
health clinics, as well as government and other institutions. The Company
operates through a centralized and automated distribution network, which
provides customers in more than 200 countries with a comprehensive selection of
more than 90,000 national and Henry Schein private-brand products in stock, as
well as more than 100,000 additional products available as special-order items.
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Henry Schein also offers a wide range of innovative value-added
practice solutions for healthcare professionals, such as ArubA(R), the Company's
electronic catalog and ordering system. Its leading practice-management
software solutions have an installed user base of more than 52,000 practices,
including DENTRIX(R), Easy Dental(R), Oasis(R) and EXACT(R) for dental
practices, MicroMD(R) for physician practices, and AVImark(R) for animal health
clinics.
Headquartered in Melville, N.Y., Henry Schein employs over 12,000
people and has operations or affiliates in 20 countries. The Company's net
sales reached a record $5.9 billion in 2007. For more information, visit the
Henry Schein Web site at www.henryschein.com.
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. A full discussion of our
operations and financial condition, including factors that may affect our
business and future prospects, is contained in documents we have filed with the
SEC and will be contained in all subsequent periodic filings we make with the
SEC. These documents identify in detail important risk factors that could cause
our actual performance to differ materially from current expectations.
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 regulatory
requirements that affect us; 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, including the failure to achieve anticipated synergies; 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.
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(TABLES TO FOLLOW)
HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Ended Years Ended
----------------------------- -----------------------------
December 29, December 30, December 29, December 30,
2007 2006 2007 2006
------------- ------------- ------------- -------------
(unaudited) (unaudited)
Net sales .................................................... $ 1,717,470 $ 1,475,064 $ 5,920,190 $ 5,048,191
Cost of sales ................................................ 1,233,339 1,054,931 4,201,906 3,576,234
------------- ------------- ------------- -------------
Gross profit .......................................... 484,131 420,133 1,718,284 1,471,957
Operating expenses:
Selling, general and administrative ...................... 359,145 315,594 1,332,025 1,167,822
------------- ------------- ------------- -------------
Operating income ...................................... 124,986 104,539 386,259 304,135
Other income (expense):
Interest income .......................................... 3,765 4,398 16,531 16,378
Interest expense ......................................... (6,796) (6,520) (25,177) (27,627)
Other, net ............................................... 288 (120) 4,630 2,045
------------- ------------- ------------- -------------
Income from continuing operations before
taxes, minority interest and equity in
earnings (losses) of affiliates ...................... 122,243 102,297 382,243 294,931
Income taxes ................................................. (39,974) (35,870) (129,762) (104,932)
Minority interest in net income of subsidiaries .............. (6,438) (3,643) (17,442) (8,090)
Equity in earnings (losses) of affiliates .................... 614 254 (73) 835
------------- ------------- ------------- -------------
Income from continuing operations ............................ 76,445 63,038 234,966 182,744
Discontinued operations:
Income (loss) from operations of discontinued
components (including write-down of long-lived assets
of $32.7 million in 2007 and a net gain on sale of
discontinued operations of $1.1 million in 2007 and a
$32.3 million loss on sale of discontinued operation
in 2006) ............................................. 2,882 (7) (31,420) (31,608)
Income tax benefit (expense) ............................. (1,058) (34) 11,627 12,623
------------- ------------- ------------- -------------
Income (loss) from discontinued operations ............... 1,824 (41) (19,793) (18,985)
------------- ------------- ------------- -------------
Net income ................................................... $ 78,269 $ 62,997 $ 215,173 $ 163,759
============= ============= ============= =============
Earnings from continuing operations per share:
Basic .................................................... $ 0.86 $ 0.71 $ 2.65 $ 2.08
============= ============= ============= =============
Diluted .................................................. $ 0.83 $ 0.70 $ 2.58 $ 2.03
============= ============= ============= =============
Income (loss) from discontinued operations per share:
Basic .................................................... $ 0.02 $ 0.00 $ (0.22) $ (0.22)
============= ============= ============= =============
Diluted .................................................. $ 0.02 $ 0.00 $ (0.22) $ (0.21)
============= ============= ============= =============
Earnings per share:
Basic .................................................... $ 0.88 $ 0.71 $ 2.43 $ 1.86
============= ============= ============= =============
Diluted .................................................. $ 0.85 $ 0.70 $ 2.36 $ 1.82
============= ============= ============= =============
Weighted-average common shares outstanding:
Basic .................................................... 89,082 88,580 88,559 87,952
============= ============= ============= =============
Diluted .................................................. 92,031 90,488 91,163 89,820
============= ============= ============= =============
Note: The above prior period amounts have been restated to reflect the effects
of our discontinued operations.
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HENRY SCHEIN, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 29, December 30,
2007 2006
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents .................................................. $ 247,590 $ 248,647
Available-for-sale securities............................................... 997 47,999
Accounts receivable, net of reserves of $41,315 and $40,536 ................ 708,307 610,020
Inventories, net ........................................................... 666,786 584,103
Deferred income taxes ...................................................... 32,827 28,240
Prepaid expenses and other ................................................. 192,292 125,839
------------- -------------
Total current assets ............................................... 1,848,799 1,644,848
Property and equipment, net .................................................... 247,671 225,038
Goodwill ....................................................................... 917,194 773,801
Other intangibles, net ......................................................... 192,420 161,542
Investments and other .......................................................... 107,900 75,917
------------- -------------
Total assets ....................................................... $ 3,313,984 $ 2,881,146
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................................... $ 474,009 $ 414,062
Bank credit lines .......................................................... 8,977 2,528
Current maturities of long-term debt ....................................... 24,319 41,036
Accrued expenses:
Payroll and related ..................................................... 136,291 110,401
Taxes ................................................................... 73,278 59,007
Other ................................................................... 223,765 183,054
------------- -------------
Total current liabilities .......................................... 940,639 810,088
Long-term debt ................................................................. 423,274 455,806
Deferred income taxes ........................................................... 80,260 62,334
Other liabilities .............................................................. 53,906 60,209
Minority interest .............................................................. 35,923 21,746
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none outstanding ........................................................ -- --
Common stock, $.01 par value, 240,000,000 shares authorized,
89,603,660 outstanding on December 29, 2007 and
88,499,321 outstanding on December 30, 2006 ............................. 896 885
Additional paid-in capital .................................................. 673,763 614,551
Retained earnings ........................................................... 1,005,055 808,164
Accumulated other comprehensive income ...................................... 100,268 47,363
------------- -------------
Total stockholders' equity ......................................... 1,779,982 1,470,963
------------- -------------
Total liabilities and stockholders' equity ......................... $ 3,313,984 $ 2,881,146
============= =============
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HENRY SCHEIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended
-----------------------------
December 29, December 30,
2007 2006
------------- -------------
(unaudited) (unaudited)
Cash flows from operating activities:
Net income ................................................................. $ 78,269 $ 62,997
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss (gain) on sale of discontinued operation, net of tax ........... (1,602) --
Depreciation and amortization ....................................... 20,915 18,039
Stock-based compensation expense .................................... 5,833 5,531
Impairment from write down of long-lived assets of
discontinued operations ....................................... -- --
Provision for losses on trade and other accounts receivable ......... 322 529
Provision for (benefit from) deferred income taxes .................. 9,326 3,959
Stock issued to 401(k) plan ......................................... -- --
Undistributed (earnings) losses of affiliates ....................... (614) (254)
Minority interest in net income of subsidiaries ..................... 6,438 3,643
Other ............................................................... (3,642) 483
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable ........................................... 60,557 (287)
Inventories ................................................... 15,995 (5,991)
Other current assets .......................................... (48,353) 11,048
Accounts payable and accrued expenses ......................... (23,158) 70,994
------------- -------------
Net cash provided by operating activities ...................................... 120,286 170,691
------------- -------------
Cash flows from investing activities:
Purchases of fixed assets ................................................. (23,798) (17,073)
Payments for equity investment and business acquisitions,
net of cash acquired ................................................... (81,884) (13,748)
Cash received from business divestitures .................................. 10,766 --
Purchases of available-for-sale securities ................................ -- (57,999)
Proceeds from sales of available-for-sale securities ...................... 27,750 8,000
Proceeds from maturities of available-for-sale securities ................. -- 2,000
Net payments for foreign exchange forward contract settlements ............ (15,261) (5,633)
Other ..................................................................... 408 3,113
------------- -------------
Net cash used in investing activities .......................................... (82,019) (81,340)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt .................................. -- 1,201
Proceeds from (repayments of) bank borrowings ............................. 5,766 (113)
Principal payments for long-term debt ..................................... (5,374) (3,860)
Proceeds from issuance of stock upon exercise of stock options ............ 2,740 2,722
Payments for repurchases of common stock .................................. -- (14,563)
Excess tax benefits related to stock-based compensation ................... 1,071 1,700
Other ..................................................................... (471) 4
------------- -------------
Net cash provided by (used in) financing activities ............................ 3,732 (12,909)
------------- -------------
Net change in cash and cash equivalents ........................................ 41,999 76,442
Effect of exchange rate changes on cash and cash equivalents ................... (1,867) (3,865)
Cash and cash equivalents, beginning of period ................................. 207,458 176,070
------------- -------------
Cash and cash equivalents, end of period ....................................... $ 247,590 $ 248,647
============= =============
Years Ended
-----------------------------
December 29, December 30,
2007 2006
------------- -------------
Cash flows from operating activities:
Net income ................................................................. $ 215,173 $ 163,759
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss (gain) on sale of discontinued operation, net of tax ........... (673) 19,363
Depreciation and amortization ....................................... 73,936 64,930
Stock-based compensation expense .................................... 22,553 19,464
Impairment from write down of long-lived assets of
discontinued operations ....................................... 32,667 --
Provision for losses on trade and other accounts receivable ......... 1,384 2,872
Provision for (benefit from) deferred income taxes .................. (7,404) 1,297
Stock issued to 401(k) plan ......................................... 4,104 3,565
Undistributed (earnings) losses of affiliates ....................... 73 (835)
Minority interest in net income of subsidiaries ..................... 17,442 8,090
Other ............................................................... (6,512) (2,066)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable ........................................... (21,964) (9,705)
Inventories ................................................... (15,946) (41,958)
Other current assets .......................................... (58,194) 18,424
Accounts payable and accrued expenses ......................... 13,572 (11,883)
------------- -------------
Net cash provided by operating activities ...................................... 270,211 235,317
------------- -------------
Cash flows from investing activities:
Purchases of fixed assets ................................................. (56,821) (67,000)
Payments for equity investment and business acquisitions,
net of cash acquired ................................................... (206,182) (199,880)
Cash received from business divestitures .................................. 15,827 36,527
Purchases of available-for-sale securities ................................ (115,066) (222,036)
Proceeds from sales of available-for-sale securities ...................... 163,065 294,767
Proceeds from maturities of available-for-sale securities ................. -- 3,280
Net payments for foreign exchange forward contract settlements ............ (32,241) (22,528)
Other ..................................................................... (10,629) (3,491)
------------- -------------
Net cash used in investing activities .......................................... (242,047) (180,361)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt .................................. 483 1,201
Proceeds from (repayments of) bank borrowings ............................. 1,212 184
Principal payments for long-term debt ..................................... (47,903) (34,537)
Proceeds from issuance of stock upon exercise of stock options ............ 35,459 35,622
Payments for repurchases of common stock .................................. (30,689) (40,263)
Excess tax benefits related to stock-based compensation ................... 12,668 14,850
Other ..................................................................... (2,350) 1,669
------------- -------------
Net cash provided by (used in) financing activities ............................ (31,120) (21,274)
------------- -------------
Net change in cash and cash equivalents ........................................ (2,956) 33,682
Effect of exchange rate changes on cash and cash equivalents ................... 1,899 4,282
Cash and cash equivalents, beginning of period ................................. 248,647 210,683
------------- -------------
Cash and cash equivalents, end of period ....................................... $ 247,590 $ 248,647
============= =============
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Exhibit A
Henry Schein, Inc.
2007 Fourth Quarter
Sales Growth Rate Summary
(unaudited)
Q4 2007 over Q4 2006
--------------------
Consolidated Dental Medical International Technology
------------ ----------- ------------ ------------- ------------
Internal Sales Growth 3.8% 9.4% -6.0% 5.0% 15.5%
Acquisitions 8.5% 1.8% 0.5% 25.1% 28.5%
------------ ----------- ------------ ------------- ------------
Local Currency Sales Growth 12.3% 11.2% -5.5% 30.1% 44.0%
Foreign Currency Exchange 4.1% 1.6% -- 12.4% 0.8%
------------ ----------- ------------ ------------- ------------
Total Sales Growth 16.4% 12.8% -5.5% 42.5% 44.8%
============ =========== ============ ============= ============
Q4 YTD 2007 over Q4 YTD 2006
----------------------------
Consolidated Dental Medical International Technology
------------ ----------- ------------ ------------- ------------
Internal Sales Growth 7.3% 10.0% 5.5% 4.3% 18.4%
Acquisitions, net of divestiture 7.0% 4.6% 4.8% 12.3% 15.6%
------------ ----------- ------------ ------------- ------------
Local Currency Sales Growth 14.3% 14.6% 10.3% 16.6% 34.0%
Foreign Currency Exchange 3.0% 0.6% -- 9.6% 0.3%
------------ ----------- ------------ ------------- ------------
Total Sales Growth 17.3% 15.2% 10.3% 26.2% 34.3%
============ =========== ============ ============= ============
CONTACTS: Steven Paladino
Executive Vice President and Chief Financial Officer
steven.paladino@henryschein.com
(631) 843-5500
Investors: Neal Goldner
Vice President, Investor Relations
neal.goldner@henryschein.com
(631) 845-2820
Media: Susan Vassallo
Vice President, Corporate Communications
susan.vassallo@henryschein.com
(631) 843-5562
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