Form 8-K - Current report

0001000228 false NASDAQ 0001000228 2024-11-05 2024-11-05

 

 

 

 

 

 

 

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):

November 5, 2024

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

 

0-27078

(Commission

File Number)

 

11-3136595

(IRS Employer

Identification No.)

 

 

 

 

 

135 Duryea Road

,

Melville

,

New York

(Address of principal executive offices)

11747

(Zip Code)

Registrant’s telephone number, including area code: (

631

)

843-5500

(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:

☐

 

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))

Securities registered pursuant to

 

Section 12(b) of the

 

Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $.01 per share

 

HSIC

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth

 

company as defined in Rule 405 of the Securities Act

 

of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

 

of this chapter).

Emerging growth company

 

☐

If an emerging growth company,

 

indicate by check mark if the registrant has

 

elected not to use the extended transition period

 

for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of

 

the Exchange Act.

 

☐

 

Item 2.02.

 

Results of Operations and Financial Condition.

On November 5, 2024, Henry Schein, Inc. issued a press release

 

reporting the financial results for the three and

nine months, ended September 28, 2024.

 

The full text of the press release is attached hereto as Exhibit

 

99.1 and is

incorporated herein by reference.

The information in this Item 2.02 and the press release attached as Exhibit

 

99.1 are considered furnished to the

Securities and Exchange Commission and are not deemed filed for purposes

 

of Section 18 of the Securities Exchange

Act of 1934, as amended.

Item 9.01.

 

Financial Statements and Exhibits

(a)

 

Not applicable.

(b)

 

Not applicable.

(c)

 

Not applicable.

(d)

 

Exhibit 99.1 – Press Release dated November 5, 2024.

Exhibit 104 - Cover Page Interactive Data File (embedded within the

 

Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the

 

registrant has duly caused this report to

be signed on its behalf by the undersigned hereunto duly authorized.

HENRY SCHEIN, INC.

By:

/s/ Ronald N. South

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal

Financial and Accounting Officer)

November 5, 2024

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated November 5, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

 

document)

 

 

 

 

 

 

-1-

more

 

 

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS

 

AND INCREASES 2024 FINANCIAL GUIDANCE

●

Third-quarter 2024 GAAP diluted EPS of $0.78 and non-GAAP diluted

 

EPS of $1.22

●

Operating cash flow of $151 million for the third quarter of 2024;

 

year-to-date operating cash flow of $644

million, up $112 million compared with year-to-date 2023

●

Increases 2024 full-year non-GAAP EPS guidance to $4.74 to $4.82 from $4.70 to $4.82

MELVILLE, N.Y.,

 

November 5, 2024 –

Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of health care

solutions to office-based dental and medical practitioners, today reported financial results

 

for the third quarter ended

September 28, 2024.

“Our businesses performed well during the third quarter,

 

driven by the continued successful implementation of our

BOLD+1 Strategic Plan that is resulting in growth and efficiency throughout the business,

 

and a strong contribution from

high-growth, high-margin products and services,” said Stanley M. Bergman, Chairman of the Board

 

and Chief Executive

Officer of Henry Schein. “We believe we continued to steadily gain market share in our dental and medical distribution

businesses following last year’s cyber incident. Our dental equipment business is

 

showing ongoing stability in North America

and increased investment by customers in Europe,

 

Australia and New Zealand. Implant and endodontic products had good

growth in Europe and Brazil,

 

as well as North America following the successful launch of the BioHorizons

 

Tapered Pro

Conical implant in the U.S.,” Mr. Bergman added.

“Acquisitions made during our 2022 to 2024 strategic planning cycle, along

 

with new product launches, are

delivering strong financial results, and our restructuring plan is on target. We also continue to return capital to shareholders

through our share repurchase program.

 

As a result, we exceeded our financial expectations for

 

the quarter, and so today we

are increasing our non-GAAP EPS guidance to $4.74 to $4.82,” Mr. Bergman concluded.

Third-Quarter 2024 Financial Results

●

Total

 

net sales

 

for the quarter were $3.2 billion, an increase of 0.4% compared with

 

the third quarter of 2023. This

reflects 3.2% sales growth from acquisitions, a 0.2% sales decrease resulting

 

from foreign currency exchange rates, a

0.4% sales decrease from lower sales of personal protective equipment (PPE),

 

primarily the result of lower glove

pricing, and the pace of recovery from the cyber incident late last year.

 

●

Internal sales

for the quarter decreased 2.6%, which includes a 0.4% decrease

 

from lower PPE sales.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-2-

more

1

Third-quarter sales and internal sales growth are summarized below and detailed

 

in Exhibit A

1

.

 

Sales

($ Billion)

Total

Growth/(Decrease)

1

(%)

Internal

Growth/(Decrease)

(%)

Global Dental

$1.9

(1.6%)

(1.6%)

 

Merchandise

$1.4

(2.8%)

(2.5%)

 

Equipment

$0.4

2.8%

1.8%

Global Medical

$1.1

2.9%

(4.8%)

Global Technology and Value

 

-Added Services

$0.2

5.1%

(1.1%)

TOTAL SALES

 

Note: items may not sum due to rounding

$3.2

0.4%

(2.6%)

●

GAAP net income

2

 

for the quarter was $99 million, or $0.78 per diluted share

4

, and compares with third-quarter

2023 GAAP net income of $137 million, or $1.05 per diluted share.

●

Non-GAAP net income

2

for the quarter was $155 million, or $1.22

per diluted share

4

, and compares with third-

quarter 2023 non-GAAP net income of $173 million, or $1.32 per diluted

 

share. GAAP and non-GAAP diluted EPS

included a remeasurement gain of $0.11 resulting from the purchase of a controlling interest of a previously

 

held

non-controlling equity investment.

 

●

Operating cash flow

 

for the quarter was $151 million and compares

 

with operating cash flow in the third-quarter

2023 of $231 million.

●

Adjusted EBITDA

3

 

for the quarter was $268 million and compares

 

with third-quarter 2023 Adjusted EBITDA of

$278 million.

Year

 

-to-Date Financial Results

●

Total

 

net sales

 

for the first nine months of 2024 were $9.5 billion, an increase

 

of 1.7% compared with the first nine

months of 2023. This reflects 4.1% sales growth from acquisitions, a 0.1%

 

sales decrease resulting from foreign

currency exchange rates, a 0.6% sales decrease from lower sales of personal

 

protective equipment, and the pace of

1

See Exhibit A for details of sales growth. Internal sales growth is calculated

 

from total net sales using constant foreign

currency exchange rates and excludes sales from acquisitions.

2

 

See Exhibit B for a reconciliation of GAAP net income and diluted

 

EPS to non-GAAP net income and diluted EPS.

3

See Exhibit C for a reconciliation of GAAP net income to Adjusted EBITDA.

4

 

References to diluted EPS refer to diluted EPS attributable to Henry Schein, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

-3-

more

recovery from the cyber incident late last year.

●

Internal sales

 

for the first nine months of 2024 decreased 2.3%, which

 

includes a 0.6% decrease from lower PPE

sales.

 

First nine months of 2024 sales and internal sales growth are summarized

 

below and detailed in Exhibit A

1

.

 

Sales

($ Billion)

Total

Growth/(Decrease)

1

(%)

Internal

Growth/(Decrease)

1

(%)

Global Dental

$5.7

(0.8%)

(2.2%)

 

Merchandise

$4.4

(1.3%)

(3.0%)

 

Equipment

$1.3

0.9%

0.5%

Global Medical

$3.1

5.0%

(3.3%)

Global Technology and Value

 

-Added Services

$0.7

9.7%

1.9%

TOTAL SALES

$9.5

1.7%

(2.3%)

Note: items may not sum due to rounding

 

●

GAAP net income

2

 

for the first nine months of 2024 was $296 million, or $2.30 per diluted share

4

, and compares

with first nine months of 2023

 

GAAP net income of $398 million, or $3.02 per diluted share.

●

Non-GAAP net income

2

for the first nine months of 2024 was $456 million, or $3.55

per diluted share

4

, and

compares with first nine months of 2023

 

non-GAAP net income of $507 million, or $3.84 per diluted share.

 

GAAP

and non-GAAP diluted EPS for the first nine months included a

 

remeasurement gain of $0.11 resulting from the

purchase of a controlling interest of a previously held equity investment

 

and compares with a remeasurement gain of

$0.10 recorded in the second quarter of 2023.

●

Operating cash flow

for the first nine months of 2024 was $644 million, an

 

increase of $112 million compared

 

with

the first nine months of 2023.

●

Adjusted EBITDA

3

 

for the first nine months of 2024 was $791 million and compares with

 

first nine months of 2023

Adjusted EBITDA of $813 million.

Restructuring Plan

 

During the third quarter of 2024, the Company recorded $48

 

million in restructuring costs.

 

This includes $12 million

incurred as part of the plan announced in the third quarter of 2022,

 

which was completed on July 31, 2024,

 

and $36 million

incurred as part of the 2024/2025 restructuring initiative announced

 

last quarter.

 

Actions approved in the third quarter under

the new restructuring plan are estimated to provide over $50 million

 

in annual run-rate savings,

 

which the Company believes

 

 

 

-4-

more

indicates strong progress towards its goal of $75 million to $100 million

 

in annual run-rate savings by the end of 2025.

Share Repurchases

During the third quarter of 2024, the Company repurchased

 

approximately 2.0 million shares of its common stock at

an average price of $69.09 per share,

 

for a total of $135 million. The impact of these share repurchases on

 

third-quarter

diluted EPS was immaterial.

 

At quarter-end, Henry Schein had $455 million authorized and available

 

for future stock repurchases and the

Company expects to continue to repurchase shares in the fourth quarter.

 

2024 Financial Guidance

Henry Schein is updating full-year 2024 financial guidance, as described below. Guidance is for current continuing

operations as well as acquisitions that have closed,

 

and does not include the impact of potential future acquisitions

 

and share

repurchases, restructuring and integration expenses, amortization expense

 

of acquired intangible assets,

 

contingent

consideration revaluation adjustments,

 

certain expenses directly associated with the cyber incident or any

 

related insurance

claim recovery. This guidance also assumes that foreign currency exchange rates remain generally consistent with current

levels and that end markets remain consistent with current market conditions.

●

2024 total sales growth is now expected to be 4% to 5% over 2023,

 

compared with prior guidance of 4% to 6%

growth.

●

2024 non-GAAP diluted EPS attributable to Henry Schein, Inc.

 

is now expected to be $4.74 to $4.82, compared with

prior guidance of $4.70 to $4.82, and reflects growth of 5% to 7%

 

compared with 2023 non-GAAP diluted EPS of

$4.50.

●

2024 Adjusted EBITDA is expected to grow in the low-double-digit

 

percentages versus 2023 Adjusted EBITDA,

 

and

is unchanged compared

 

to prior guidance.

Adjustments to 2024 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2024 diluted EPS on a non-GAAP

 

basis and for 2024 Adjusted EBITDA, as

noted above. The Company is not providing a reconciliation of its 2024

 

non-GAAP guidance to its projected 2024 diluted

EPS prepared on a GAAP basis, or its projected 2024 Adjusted EBITDA

 

to net income prepared on a GAAP basis. This is

because the Company is unable to provide without unreasonable effort an estimate

 

of restructuring costs related to an

ongoing initiative to drive operating efficiencies, including the corresponding tax effect, which will be

 

included in the

Company’s 2024 diluted EPS and net income prepared on a GAAP basis. The inability to provide this

 

reconciliation is due to

the uncertainty and inherent difficulty of predicting the occurrence, magnitude,

 

financial impact, and timing of related costs.

Management does not believe these items are representative of the Company’s underlying business performance.

 

For

the same reasons, the Company is unable to address the probable significance

 

of the unavailable information, which could be

-5-

more

material to future results.

 

Third-Quarter 2024 Conference Call Webcast

The Company will hold a conference call to discuss third-quarter 2024

 

financial results today, beginning at 10:00

a.m. Eastern time. Individual investors are invited to listen to the conference

 

call through Henry Schein’s website by visiting

www.henryschein.com/IRwebcasts.

 

In addition, a replay will be available beginning shortly

 

after the call has ended for a

period of one week.

 

The Company will be posting slides that provide a summary of its third-quarter

 

2024

 

financial results on its website

at https://www.henryschein.com/us-en/Corporate/investor-presentations.aspx.

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care

 

professionals powered by a network of

people and technology. With approximately 26,000 Team

 

Schein Members worldwide, the Company's network of trusted

advisors provides more than 1 million customers globally with more

 

than 300 valued solutions that help improve operational

success and clinical outcomes. Our Business, Clinical, Technology and Supply Chain solutions help office-based dental and

medical practitioners work more efficiently so they can provide quality care more

 

effectively. These solutions also support

dental laboratories, government and institutional health care clinics, as well

 

as other alternate care sites.

Henry Schein operates through a centralized and automated distribution

 

network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products

 

in our main distribution centers.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville,

N.Y.,

 

and has operations or affiliates in 33 countries and territories. The Company's sales reached

 

$12.3 billion in 2023, and

have grown at a compound annual rate of approximately 11.5 percent since Henry Schein became a public

 

company in 1995.

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein,

Instagram.com/HenrySchein,

 

and @HenrySchein on X.

Cautionary Note Regarding Forward-Looking Statements and Use

 

of Non-GAAP Financial Information

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 that, 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 include total sales growth, EPS and Adjusted EBITDA

 

guidance and are generally identified by the use of such terms as

“may,” “could,” “expect,”

 

“intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,”

 

“to be,” “to make” or other

comparable terms.

 

A fuller discussion of our operations, financial condition and status of litigation matters,

 

including factors that may

affect our business and future prospects, is contained

 

in documents we have filed with the United States Securities and Exchange

Commission, or SEC, including our Annual Report on Form 10-K,

 

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: our dependence on third parties for the manufacture and

 

supply of our products; our ability to develop or acquire and

maintain and protect new products (particularly technology products)

 

and technologies that achieve market acceptance with acceptable

margins; transitional challenges associated with acquisitions,

 

dispositions and joint ventures, including the failure to achieve anticipated

 

 

 

 

 

 

-6-

more

synergies/benefits, as well as significant demands on our operations,

 

information systems, legal, regulatory,

 

compliance, financial and

human resources functions in connection with acquisitions, dispositions

 

and joint ventures; certain provisions in our governing documents

that may discourage third-party acquisitions of us; adverse changes in

 

supplier rebates or other purchasing incentives; risks related to the

sale of corporate brand products; security risks associated with our information

 

systems and technology products and services, such as

cyberattacks or other privacy or data security breaches (including

 

the October 2023 incident); effects of a highly competitive (including,

without limitation, competition from third-party online commerce

 

sites) and consolidating market; changes in the health care industry;

risks from expansion of customer purchasing power and multi-tiered costing

 

structures; increases in shipping costs for our products or

other service issues with our third-party shippers; general global and domestic

 

macro-economic and political conditions, including

inflation, deflation, recession, ongoing wars, fluctuations in energy

 

pricing and the value of the U.S. dollar as compared to foreign

currencies, and changes to other economic indicators, international trade

 

agreements, potential trade barriers and terrorism; geopolitical

wars; failure to comply with existing and future regulatory requirements;

 

risks associated with the EU Medical Device Regulation; failure

to comply with laws and regulations relating to health care fraud or other laws and regulations;

 

failure to comply with laws and

regulations relating to the collection, storage and processing of sensitive personal

 

information or standards in electronic health records or

transmissions; changes in tax legislation; risks related to product liability,

 

intellectual property and other claims; risks associated with

customs policies or legislative import restrictions; risks associated with disease outbreaks,

 

epidemics, pandemics (such as the COVID-19

pandemic), or similar wide-spread public health concerns and other

 

natural or man-made disasters; risks associated with our global

operations; litigation risks; new or unanticipated litigation developments

 

and the status of litigation matters; our dependence on our senior

management, employee hiring and retention, and our relationships with customers,

 

suppliers and manufacturers; and disruptions in

financial markets.

 

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, any forward-looking

 

statements contained herein should not be relied upon as a prediction of actual

 

results. We undertake

no duty and have no obligation to update forward-looking statements except

 

as required by law.

 

Included within the press release are non-GAAP financial measures that supplement

 

the Company’s Consolidated Statements of

Income prepared under generally accepted accounting principles (GAAP).

 

These non-GAAP financial measures adjust the Company’s

actual results prepared under GAAP to exclude certain items. In the schedules attached

 

to the press release, the non-GAAP measures have

been reconciled to and should be considered together with the Consolidated

 

Statements of Income. Management believes that non-GAAP

financial measures provide investors with useful supplemental information

 

about the financial performance of our business, enable

comparison of financial results between periods where certain items may vary independent

 

of business performance and allow for greater

transparency with respect to key metrics used by management in operating

 

our business. The impact of certain items that are excluded

include integration and restructuring costs, and amortization of acquisition

 

-related assets, because the amount and timing of such charges

are significantly impacted by the timing, size, number and nature of the acquisitions

 

we consummate and occur on an unpredictable basis.

These non-GAAP financial measures are presented solely for informational

 

and comparative purposes and should not be regarded as a

replacement for corresponding, similarly captioned, GAAP measures.

CONTACTS:

 

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

[e-mail]

[phone]

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer

[e-mail]

[phone]

 

Media

Ann Marie Gothard

Vice President, Global Corporate Media Relations

[e-mail]

[phone]

(TABLES TO FOLLOW)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-7-

more

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

 

STATEMENTS

 

OF INCOME

(in millions,

 

except share and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 28,

September 30,

September 28,

September 30,

2024

2023

2024

2023

Net sales

 

$

3,174

$

3,162

$

9,482

$

9,322

Cost of sales

 

2,181

2,167

6,459

6,386

Gross profit

 

993

995

3,023

2,936

Operating expenses:

Selling, general and administrative

 

724

725

2,296

2,149

Depreciation and amortization

64

59

188

152

Restructuring costs

48

11

73

59

Operating income

157

200

466

576

Other income (expense):

Interest income

 

7

6

18

12

Interest expense

 

(34)

(25)

(96)

(58)

Other, net

 

(2)

(2)

(1)

(2)

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

128

179

387

528

Income taxes

(32)

(39)

(97)

(119)

Equity in earnings of affiliates, net of tax

3

3

12

10

Net income

99

143

302

419

Less: Net income attributable to noncontrolling interests

 

-

(6)

(6)

(21)

Net income attributable to Henry Schein, Inc.

$

99

$

137

$

296

$

398

Earnings per share attributable to Henry Schein, Inc.:

Basic

 

$

0.79

$

1.06

$

2.32

$

3.04

Diluted

 

$

0.78

$

1.05

$

2.30

$

3.02

Weighted-average common

 

shares outstanding:

Basic

 

126,124,715

130,388,353

127,550,045

130,888,717

Diluted

 

127,054,934

131,442,135

128,498,494

132,149,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-8-

more

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

 

BALANCE SHEETS

(in millions, except share data)

September 28,

December 30,

2024

2023

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

 

$

126

$

171

Accounts receivable, net of allowance for credit losses of $86 and $83

1,660

1,863

Inventories, net

1,754

1,815

Prepaid expenses and other

 

607

639

Total current assets

 

4,147

4,488

Property and equipment, net

 

540

498

Operating lease right-of-use assets

304

325

Goodwill

 

3,986

3,875

Other intangibles, net

 

1,100

916

Investments and other

528

471

Total assets

 

$

10,605

$

10,573

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

 

$

1,026

$

1,020

Bank credit lines

 

638

264

Current maturities of long-term debt

 

109

150

Operating lease liabilities

77

80

Accrued expenses:

Payroll and related

 

289

332

Taxes

 

159

137

Other

 

631

700

Total current liabilities

 

2,929

2,683

Long-term debt

 

1,906

1,937

Deferred income taxes

 

123

54

Operating lease liabilities

262

310

Other liabilities

 

414

436

Total liabilities

 

5,634

5,420

Redeemable noncontrolling interests

 

832

864

Commitments and contingencies

 

Stockholders' equity:

Preferred stock, $0.01 par value, 1,000,000 shares authorized,

none outstanding

-

-

Common stock, $0.01 par value, 480,000,000 shares authorized,

125,154,194 outstanding on September 28, 2024 and

129,247,765 outstanding on December 30, 2023

1

1

Additional paid-in capital

-

-

Retained earnings

 

3,766

3,860

Accumulated other comprehensive loss

 

(264)

(206)

Total Henry Schein, Inc. stockholders' equity

3,503

3,655

Noncontrolling interests

636

634

Total stockholders' equity

 

4,139

4,289

Total liabilities, redeemable noncontrolling

 

interests and stockholders' equity

$

10,605

$

10,573

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-9-

more

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

 

STATEMENTS

 

OF CASH FLOWS

(in millions)/(unaudited)

Three Months Ended

Nine Months Ended

September 28,

September 30,

September 28,

September 30,

2024

2023

2024

2023

Cash flows from operating activities:

Net income

$

99

$

143

$

302

$

419

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

 

74

69

221

180

Non-cash restructuring charges

5

3

11

13

Stock-based compensation expense

10

14

30

38

Provision for losses on trade and other accounts receivable

 

5

5

12

7

Benefit from deferred income taxes

(22)

(1)

(41)

(4)

Equity in earnings of affiliates

(3)

(3)

(12)

(10)

Distributions from equity affiliates

 

1

3

10

12

Changes in unrecognized tax benefits

-

2

3

5

Other

 

(16)

(2)

(25)

(11)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

 

(82)

(90)

188

(72)

Inventories

 

(69)

17

38

180

Other current assets

 

(12)

(54)

38

(55)

Accounts payable and accrued expenses

 

161

125

(131)

(170)

Net cash provided by operating activities

151

231

644

532

Cash flows from investing activities:

Purchases of property and equipment

(34)

(40)

(112)

(108)

Payments related to equity investments and business acquisitions,

net of cash acquired

 

(42)

(417)

(223)

(668)

Proceeds from loan to affiliate

-

1

3

4

Capitalized software costs

(10)

(10)

(30)

(30)

Other

 

(5)

(2)

(10)

(6)

Net cash used in investing activities

 

(91)

(468)

(372)

(808)

Cash flows from financing activities:

Net change in bank credit lines

132

(316)

374

(98)

Proceeds from issuance of long-term debt

 

30

750

120

1,158

Principal payments for long-term debt

 

(16)

(91)

(193)

(457)

Debt issuance costs

-

(3)

-

(3)

Proceeds from issuance of stock upon exercise of stock options

 

1

-

3

1

Payments for repurchases and retirement of common stock

 

(135)

(50)

(310)

(200)

Payments for taxes related to shares withheld for employee taxes

(1)

(1)

(9)

(34)

Distributions to noncontrolling shareholders

(8)

(35)

(36)

(41)

Acquisitions of noncontrolling interests in subsidiaries

 

(44)

(6)

(255)

(19)

Net cash provided by (used in) financing activities

(41)

248

(306)

307

Effect of exchange rate changes on cash and cash equivalents

(31)

18

(11)

18

Net change in cash and cash equivalents

(12)

29

(45)

49

Cash and cash equivalents, beginning of period

 

138

137

171

117

Cash and cash equivalents, end of period

 

$

126

$

166

$

126

$

166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-10-

more

Exhibit A - Third Quarter Sales

Henry Schein, Inc.

2024 Third Quarter

Sales Summary

(in millions)

(unaudited)

Q3 2024 over Q3 2023

Local Currency Growth

Global

Q3 2024

Q3 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

$

1,424

$

1,465

-2.5%

0.3%

-2.2%

-0.6%

-2.8%

Dental Equipment

428

417

1.8%

0.9%

2.7%

0.1%

2.8%

Total Dental

1,852

1,882

-1.6%

0.5%

-1.1%

-0.5%

-1.6%

Medical

1,101

1,070

-4.8%

7.6%

2.8%

0.1%

2.9%

Total Health Care Distribution

2,953

2,952

-2.7%

3.0%

0.3%

-0.3%

0.0%

Technology and Value

 

-Added Services

221

210

-1.1%

6.0%

4.9%

0.2%

5.1%

Total Global

$

3,174

$

3,162

-2.6%

3.2%

0.6%

-0.2%

0.4%

Local Currency Growth

North America

Q3 2024

Q3 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

$

823

$

866

-4.9%

0.1%

-4.8%

-0.2%

-5.0%

Dental Equipment

266

268

-0.3%

0.0%

-0.3%

-0.3%

-0.6%

Total Dental

1,089

1,134

-3.8%

0.0%

-3.8%

-0.1%

-3.9%

Medical

1,076

1,044

-4.8%

7.8%

3.0%

0.0%

3.0%

Total Health Care Distribution

2,165

2,178

-4.3%

3.8%

-0.5%

-0.1%

-0.6%

Technology and Value

 

-Added Services

190

185

-3.1%

5.4%

2.3%

0.0%

2.3%

Total North America

$

2,355

$

2,363

-4.2%

3.9%

-0.3%

-0.1%

-0.4%

Local Currency Growth

International

Q3 2024

Q3 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

$

601

$

599

0.9%

0.7%

1.6%

-1.3%

0.3%

Dental Equipment

162

149

5.6%

2.4%

8.0%

0.8%

8.8%

Total Dental

763

748

1.8%

1.1%

2.9%

-0.9%

2.0%

Medical

25

26

-5.9%

0.0%

-5.9%

1.2%

-4.7%

Total Health Care Distribution

788

774

1.6%

0.9%

2.5%

-0.7%

1.8%

Technology and Value

 

-Added Services

31

25

13.4%

10.6%

24.0%

1.4%

25.4%

Total International

$

819

$

799

1.9%

1.3%

3.2%

-0.7%

2.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-11-

more

Exhibit A - Year

 

-to-Date Sales

Henry Schein, Inc.

2024 Third Quarter Year

 

-to-Date

Sales Summary

(in millions)

(unaudited)

Q3 2024 Year

 

-to-Date over Q3 2023 Year

 

-to-Date

Local Currency Growth

Global

Q3 2024

Q3 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

$

4,407

$

4,466

-3.0%

1.9%

-1.1%

-0.2%

-1.3%

Dental Equipment

1,283

1,271

0.5%

0.4%

0.9%

0.0%

0.9%

Total Dental

5,690

5,737

-2.2%

1.5%

-0.7%

-0.1%

-0.8%

Medical

3,140

2,991

-3.3%

8.3%

5.0%

0.0%

5.0%

Total Health Care Distribution

8,830

8,728

-2.6%

3.9%

1.3%

-0.1%

1.2%

Technology and Value

 

-Added Services

652

594

1.9%

7.7%

9.6%

0.1%

9.7%

Total Global

$

9,482

$

9,322

-2.3%

4.1%

1.8%

-0.1%

1.7%

Local Currency Growth

North America

Q3 2024

Q3 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

$

2,520

$

2,659

-5.2%

0.1%

-5.1%

-0.1%

-5.2%

Dental Equipment

801

788

1.8%

0.0%

1.8%

-0.1%

1.7%

Total Dental

3,321

3,447

-3.6%

0.0%

-3.6%

0.0%

-3.6%

Medical

3,060

2,920

-3.2%

8.0%

4.8%

0.0%

4.8%

Total Health Care Distribution

6,381

6,367

-3.4%

3.7%

0.3%

-0.1%

0.2%

Technology and Value

 

-Added Services

565

519

0.6%

8.2%

8.8%

0.0%

8.8%

Total North America

$

6,946

$

6,886

-3.1%

4.0%

0.9%

0.0%

0.9%

Local Currency Growth

International

Q3 2024

Q3 2023

Local Internal

Growth

Acquisition

Growth

Total Local

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

Dental Merchandise

$

1,887

$

1,807

0.3%

4.5%

4.8%

-0.4%

4.4%

Dental Equipment

482

483

-1.5%

0.9%

-0.6%

0.3%

-0.3%

Total Dental

2,369

2,290

-0.1%

3.8%

3.7%

-0.3%

3.4%

Medical

80

71

-5.7%

18.1%

12.4%

0.0%

12.4%

Total Health Care Distribution

2,449

2,361

-0.2%

4.2%

4.0%

-0.3%

3.7%

Technology and Value

 

-Added Services

87

75

11.0%

4.0%

15.0%

1.4%

16.4%

Total International

$

2,536

$

2,436

0.1%

4.2%

4.3%

-0.2%

4.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-12-

more

Exhibit B

Henry Schein, Inc.

2024 Third Quarter

Reconciliation of reported GAAP net income and diluted EPS attributable to

 

Henry Schein, Inc.

to non-GAAP net income and diluted EPS attributable to Henry Schein,

 

Inc.

(in millions, except per share data)

(unaudited)

Third Quarter

Year

 

-to-Date

%

%

2024

2023

Growth

2024

2023

Growth

Net income attributable to Henry Schein, Inc.

$

99

$

137

(27.8)

%

$

296

$

398

(25.7)

%

Diluted EPS attributable to Henry Schein, Inc.

$

0.78

$

1.05

(25.7)

%

$

2.30

$

3.02

(23.8)

%

Non-GAAP Adjustments, net of tax and attribution to

noncontrolling interests

Restructuring costs (1)

$

33

$

8

$

51

$

42

Acquisition intangible amortization (2)

29

27

85

66

Cyber incident-insurance proceeds, net of third-party advisory

expenses (3)

(6)

-

(8)

-

Change in contingent consideration (4)

-

-

28

-

Litigation settlements (5)

-

-

4

-

Non-GAAP adjustments to net income

$

56

$

35

$

160

$

108

Non-GAAP adjustments to diluted EPS

 

0.43

0.27

1.24

0.82

Non-GAAP net income attributable to Henry Schein, Inc.

$

155

$

173

(10.8)

%

$

456

$

507

(10.1)

%

Non-GAAP diluted EPS attributable to Henry Schein, Inc.

$

1.22

$

1.32

(7.6)

%

$

3.55

$

3.84

(7.6)

%

Management believes that non-GAAP financial measures

 

provide investors with useful supplemental information

 

about the financial

performance of our business, enable comparison of financial results

 

between periods where certain items may

 

vary independent of

business performance and allow for greater transparency

 

with respect to key metrics used by management

 

in operating our business.

These non-GAAP financial measures are

 

presented solely for informational and comparative

 

purposes and should not be regarded

 

as a

replacement for corresponding,

 

similarly captioned, GAAP measures.

 

Net income growth rates are

 

based on actual values and may not

recalculate due to rounding.

 

Amounts may not sum due to rounding.

(1)

 

Restructuring Costs

The following table presents details of our restructuring costs:

Third Quarter

Full Year

2024

2023

2024

2023

Restructuring costs - pre-tax, as reported

$

48

$

11

$

73

59

Income tax benefit

(12)

(3)

(18)

(15)

Amount attributable to noncontrolling interests

(3)

-

(4)

(2)

Restructuring costs, net

$

33

$

8

$

51

$

42

Q3 2024

 

restructuring costs primarily consisted of employee severance and costs related

 

to the exit of facilities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-13-

more

(2)

 

Acquisition Intangible Amortization

The following table presents details of amortization of acquired

 

intangible assets:

Third Quarter

Full Year

2024

2023

2024

2023

Acquisition intangible amortization - pre-tax, as reported

$

47

$

44

$

140

108

Income tax benefit

(12)

(11)

(35)

(27)

Amount attributable to noncontrolling interests

(6)

(6)

(20)

(15)

Acquisition intangible amortization, net

$

29

$

27

$

85

$

66

(3)

 

Represents cyber insurance proceeds, net of one time professional and

 

other fees related to remediation of our Q4

2023 cyber incident.

 

During Q3 2024 and YTD 2024 , we received insurance proceeds of $10 million ($7 million,

net of taxes) and $20 million ($15 million, net of taxes), respectively,

 

representing a partial insurance recovery of

losses related to the cyber incident.

 

One time professional and other fees were $1 million ($1 million, net of taxes)

and $9 million ($7 million, net of taxes), for Q3 2024 and YTD 2024, respectively.

(4)

 

Represents a change in the fair value of contingent consideration of $38 million

 

($28 million, net of taxes) recorded

during YTD 2024 related to a 2023 acquisition.

(5)

 

Represents settlement amounts for litigation related to the October 2023

 

cyber incident and settlement of certain

opioid related lawsuits during YTD 2024.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-14-

###

Exhibit C

Henry Schein, Inc.

2024 Third Quarter

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

Third Quarter

Full Year

2024

2023

2024

2023

Net income attributable to Henry Schein, Inc. (GAAP)

$

99

$

137

$

296

398

Income attributable to noncontrolling interests

-

6

6

21

Net income (GAAP)

99

143

302

419

Definitional adjustments:

Interest income

(7)

(6)

(18)

(12)

Interest expense

34

25

96

58

Income taxes

32

39

97

119

Depreciation and amortization

74

69

221

180

Non-GAAP adjustments:

Restructuring costs

48

11

73

59

Cyber incident-insurance proceeds, net of third-party advisory

 

expenses

(9)

-

(11)

-

Change in contingent consideration

-

-

38

-

Litigation settlements

-

-

5

-

Other adjustments:

Equity in earnings of affiliates, net of tax

(3)

(3)

(12)

(10)

Adjusted EBITDA (non-GAAP)

$

268

$

278

$

791

$

813

Adjusted EBITDA is a non-GAAP measure that we calculate

 

in the manner reflected on Exhibit C. We define Adjusted EBITDA as net

income, excluding (i) net income attributable to noncontrolling

 

interests, (ii) interest income and expense, (iii) income

 

taxes, (iv)

depreciation and amortization, (v) restructuring costs, (vi)

 

cyber incident-insurance proceeds, net of third-party advisory

 

expenses, (vii)

change in contingent consideration, (viii) litigation settlements,

 

and (ix) equity in earnings of affiliates.

 

Amounts may not sum due to

rounding.

Cover Page	Nov. 05, 2024
Cover Page
Entity Central Index Key	0001000228
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 05, 2024
Entity Registrant Name	Henry Schein, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	0-27078
Entity Tax Identification Number	11-3136595
Entity Address, Address Line One	135 Duryea Road
Entity Address, City or Town	Melville
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11747
City Area Code	631
Local Phone Number	843-5500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	HSIC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---