UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
quarterly
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the transition period from ____________ to ____________
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
,
(Address of principal executive offices)
(Zip Code)
(
)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
The
Nasdaq
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.
☒
☐
Indicate by check mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
☒
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,”
“accelerated filer,”
“smaller reporting company,”
and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
☒
Accelerated filer
☐
☐
Smaller reporting company
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.
☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes
☐
☒
As of July 29, 2024,
there were
shares of the registrant’s common stock outstanding.
HENRY SCHEIN, INC.
INDEX
Page
3
4
5
6
7
8
9
9
10
11
12
13
14
19
21
24
25
26
28
30
30
32
32
33
34
50
51
52
52
52
52
53
54
See accompanying notes.
3
PART
I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions,
except share data)
June 29,
December 30,
2024
2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
$
Accounts receivable, net of allowance for credit losses of $
Inventories, net of reserves of $
Prepaid expenses and other
Property and equipment, net
Operating lease right-of-use assets
Investments and other
$
$
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND
STOCKHOLDERS' EQUITY
Current liabilities:
$
$
Current maturities of long-term debt
Operating lease liabilities
Accrued expenses:
Total current liabilities
Long-term debt (1)
Operating lease liabilities
Redeemable noncontrolling interests
Commitments and contingencies
(nil)
(nil)
Stockholders' equity:
Preferred stock, $
Common stock, $
outstanding on June 29, 2024 and
outstanding on December 30, 2023
Additional paid-in capital
Accumulated other comprehensive loss
()
()
Total Henry Schein, Inc. stockholders' equity
Noncontrolling interests
Total stockholders' equity
Total liabilities, redeemable noncontrolling
interests and stockholders' equity
$
$
(1)
million, respectively, and long-term debt of $
$
See accompanying notes.
4
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(in millions,
except share and per share data)
(unaudited)
Three Months Ended
Six Months Ended
June 29,
July 1,
June 29,
July 1,
2024
2023
2024
2023
$
$
$
$
Selling, general and administrative
Depreciation and amortization
()
()
()
()
()
Income before taxes, equity in earnings of affiliates and
noncontrolling interests
()
()
()
()
Equity in earnings of affiliates, net of tax
Less: Net income attributable to noncontrolling interests
()
()
()
()
Net income attributable to Henry Schein, Inc.
$
$
$
$
Earnings per share attributable to Henry Schein, Inc.:
$
$
$
$
$
$
$
$
Weighted-average common
shares outstanding:
See accompanying notes.
5
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
(unaudited)
Three Months Ended
Six Months Ended
June 29,
July 1,
June 29,
July 1,
2024
2023
2024
2023
Net income
$
$
$
$
Other comprehensive income, net of tax:
Foreign currency translation gain (loss)
()
()
Unrealized gain (loss) from hedging activities
()
()
Other comprehensive income (loss), net of tax
()
()
Comprehensive income attributable to noncontrolling interests:
Net income
()
()
()
()
Foreign currency translation loss (gain)
()
Comprehensive (income) loss attributable to noncontrolling
()
()
Comprehensive income attributable to Henry Schein, Inc.
$
$
$
$
See accompanying notes.
6
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN
STOCKHOLDERS’ EQUITY
(in millions, except share data)
(unaudited)
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
Equity
Balance, March 30, 2024
$
$
$
$
()
$
$
Net income (excluding loss of $
attributable to Redeemable
noncontrolling interests)
-
-
-
-
Foreign currency translation loss (excluding loss of $
attributable to Redeemable noncontrolling interests)
-
-
-
-
()
-
()
Unrealized gain from hedging activities,
net of tax of $
-
-
-
-
-
Distributions to noncontrolling shareholders
-
-
-
-
-
()
()
Change in fair value of redeemable securities
-
-
()
-
-
-
()
Noncontrolling interests and adjustments related to
business acquisitions
-
-
()
-
-
-
()
Repurchase and retirement of common stock
()
-
()
()
-
-
()
Stock issued upon exercise of stock options
-
-
-
-
Stock-based compensation expense
-
-
-
-
Shares withheld for payroll taxes
()
-
()
-
-
-
()
Transfer of charges in excess of
capital
-
-
()
-
-
Balance, June 29, 2024
$
$
$
$
()
$
$
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
Equity
Balance, April 1, 2023
$
$
$
$
()
$
$
Net income (excluding $
attributable to Redeemable
noncontrolling interests)
-
-
-
-
Foreign currency translation gain (excluding loss of $
attributable to Redeemable noncontrolling interests)
-
-
-
-
-
Unrealized loss from hedging activities,
including tax benefit of $
-
-
-
-
()
-
()
Distributions to noncontrolling shareholders
-
-
-
-
-
()
()
Change in fair value of redeemable securities
-
-
()
-
-
-
()
Noncontrolling interests and adjustments related to
business acquisitions
-
-
-
-
()
()
Repurchase and retirement of common stock
()
-
()
()
-
-
()
Stock-based compensation expense
-
-
-
-
Stock issued upon exercise of stock options
-
-
-
-
-
-
Shares withheld for payroll taxes
()
-
()
-
-
-
()
Settlement of stock-based compensation awards
()
-
-
-
-
Transfer of charges in excess of
capital
-
-
()
-
-
Balance, July 1, 2023
$
$
$
$
()
$
$
See accompanying notes.
7
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN
STOCKHOLDERS' EQUITY
(in millions, except share data)
(unaudited)
Accumulated
Common Stock
Additional
Other
Total
$.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
Equity
Balance, December 30, 2023
$
$
$
$
()
$
$
Net income (excluding loss of $
attributable to Redeemable
noncontrolling interests)
-
-
-
-
Foreign currency translation loss (excluding loss of $
attributable to Redeemable noncontrolling interests)
-
-
-
-
()
-
()
Unrealized gain from hedging activities,
net of tax of $
-
-
-
-
-
Distributions to noncontrolling shareholders
-
-
-
-
-
()
()
Change in fair value of redeemable securities
-
-
()
-
-
-
()
Noncontrolling interests and adjustments related to
business acquisitions
-
-
()
-
-
-
()
Repurchase and retirement of common stock
()
-
()
()
-
-
()
Stock issued upon exercise of stock options
-
-
-
-
Stock-based compensation expense
-
-
-
-
Shares withheld for payroll taxes
()
-
()
-
-
-
()
Settlement of stock-based compensation awards
-
-
-
-
Transfer of charges in excess of
capital
-
-
()
-
-
-
Balance, June 29, 2024
$
$
$
$
()
$
$
Accumulated
Common Stock
Additional
Other
Total
$.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
Equity
Balance, December 31, 2022
$
$
$
$
()
$
$
Net income (excluding $
attributable to Redeemable
noncontrolling interests)
-
-
-
-
Foreign currency translation gain (excluding gain of $
attributable to Redeemable noncontrolling interests)
-
-
-
-
-
Unrealized loss from hedging activities,
including tax benefit of $
-
-
-
-
()
-
()
Distributions to noncontrolling shareholders
-
-
-
-
-
()
()
Change in fair value of redeemable securities
-
-
()
-
-
-
()
Noncontrolling interests and adjustments related to
business acquisitions
-
-
-
-
()
()
Repurchase and retirement of common stock
()
-
()
()
-
-
()
Stock-based compensation expense
-
-
-
-
Stock issued upon exercise of stock options
-
-
-
-
Shares withheld for payroll taxes
()
-
()
-
-
-
()
Settlement of stock-based compensation awards
()
-
-
-
-
Transfer of charges in excess of
capital
-
-
()
-
-
Balance, July 1, 2023
$
$
$
$
()
$
$
See accompanying notes.
8
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(in millions)
(unaudited)
Six Months Ended
June 29,
July 1,
2024
2023
Cash flows from operating activities:
$
$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Non-cash restructuring charges
Stock-based compensation expense
Provision for losses on trade and other accounts receivable
Benefit from deferred income taxes
()
()
Equity in earnings of affiliates
()
()
Distributions from equity affiliates
Changes in unrecognized tax benefits
()
()
Changes in operating assets and liabilities, net of acquisitions:
()
Accounts payable and accrued expenses
()
()
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
()
()
Payments related to equity investments and business acquisitions,
()
()
Proceeds from loan to affiliate
Capitalized software costs
()
()
()
()
Net cash used in investing activities
()
()
Cash flows from financing activities:
Net change in bank credit lines
Proceeds from issuance of long-term debt
Principal payments for long-term debt
()
()
Proceeds from issuance of stock upon exercise of stock options
Payments for repurchases and retirement of common stock
()
()
Payments for taxes related to shares withheld for employee taxes
()
()
Distributions to noncontrolling shareholders
()
()
Acquisitions of noncontrolling interests in subsidiaries
()
()
Net cash provided by (used in) financing activities
()
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
()
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
$
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
9
Our accompanying unaudited condensed 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 unaudited interim condensed 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, 2023 and with the information
contained in our other publicly-
available filings with the Securities and Exchange Commission.
The condensed 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.
Our condensed consolidated financial statements reflect estimates and
assumptions made by us that affect, among
other things, our goodwill, long-lived asset and definite-lived intangible
asset valuation; inventory valuation; equity
investment valuation; assessment of the annual effective tax rate; valuation of
deferred income taxes and income
tax contingencies; the allowance for doubtful accounts; hedging activity;
supplier rebates; measurement of
compensation cost for certain share-based performance awards and cash bonus
plans; and pension plan
assumptions.
million, respectively, and the liabilities of this VIE where the creditors have recourse to us
were $
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
10
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
11
million, respectively, of
expenses directly related to the cyber incident, mostly consisting of professional
fees.
We maintain cyber
insurance, subject to certain retentions and policy limitations.
With respect to the October 2023 cyber incident, we
have a $
million insurance policy, following a $
million retention.
During the three and six months ended June
29, 2024, we received insurance proceeds of $
million, representing a partial insurance recovery of losses
related
to the cyber incident.
The expenses and insurance recoveries related to the cyber
incident are included in the
selling, general and administrative line in our condensed consolidated
statements of income.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
12
$
$
$
$
$
Total health care distribution
Technology
and value-added services
Total net sales
$
$
$
$
$
$
Six Months Ended
July 1, 2023
July 1, 2023
North
America
International
Global
North
America
International
Global
Net sales:
$
$
$
$
$
$
Total health care distribution
Technology
and value-added services
Total net sales
$
$
$
$
$
$
million, respectively.
During the
six months ended June 29, 2024, we recognized, in net sales, $
million of the amount that was previously
deferred at December 30, 2023.
During the six months ended July 1, 2023, we recognized in net sales
$
of the amount that was previously deferred at December 31, 2022.
Current contract liabilities are included in
accrued expenses: other and the non-current contract liabilities are
included in other liabilities within our
consolidated balance sheets.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
13
reportable segments: (i) health care distribution and (ii) technology and
value-added services.
These segments offer different products and services to the same customer base.
Our global
dental businesses serve office-based dental practitioners, dental laboratories, schools, government
and other
institutions.
Our medical businesses serve physician offices, urgent care centers, ambulatory care sites,
emergency
medical technicians, dialysis centers, home health, federal and state governments
and large enterprises, such as
group practices, and integrated delivery networks, among other providers
across a wide range of specialties.
Our
dental and medical groups serve practitioners in
The health care distribution reportable segment aggregates our global dental
and medical operating segments.
This
segment distributes consumable products, dental specialty products (including
implant, orthodontic and endodontic
products),
small equipment, laboratory products, large equipment, equipment repair
services, branded and generic
pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, personal
protective
equipment (“PPE”) products, vitamins and orthopedic implants.
Our global technology and value-added services reportable segment provides
software, technology and other value-
added services to health care practitioners.
Our technology offerings include practice management software
systems for dental and medical practitioners.
Our value-added practice solutions include practice consultancy,
education, revenue cycle management and financial services on a non-recourse
basis, e-services, continuing
education services for practitioners,
practice technology, network and hardware services, and other services.
The following tables present information about our reportable and operating
segments:
$
$
$
Total health care distribution
Technology
and value-added services
(2)
$
$
$
$
(1)
$
$
$
Technology
and value-added services
Total
$
$
$
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
14
% voting equity interest in TriMed Inc. (“TriMed”), a global developer of
solutions for the orthopedic treatment of lower and upper extremities, headquartered
in California.
Deferred consideration
Redeemable noncontrolling interests
Total consideration
$
Identifiable assets acquired and liabilities assumed:
Current assets
$
Intangible assets
Other noncurrent assets
Current liabilities
()
Deferred income taxes
()
Other noncurrent liabilities
()
Total identifiable
net assets
Goodwill
Total net assets acquired
$
Trademarks / Tradenames
In process research & development
-
Total
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
15
% to
%.
Total consideration for these acquisitions was $
million.
Net assets acquired primarily consisted
of $
million of goodwill and $
million of intangible assets.
The intangible assets acquired consisted of
customer relationships and lists of $
million, product development of $
million, non-compete agreements of $
million and trademarks and tradenames of $
million.
Weighted average useful lives for these acquired intangible
assets were
Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions
are expected to provide
for us, as well as the expected growth potential.
Approximately half of the acquired goodwill is deductible
for tax
The impact of these acquisitions, individually and in the aggregate, was
not considered material to our condensed
consolidated financial statements.
% voting equity interest in Shield Healthcare, Inc. (“Shield”), a supplier
of
homecare medical products delivered directly to patients in their homes,
for consideration of $
(including cash paid of $
million, deferred consideration of $
million and redeemable noncontrolling interests
of $
million).
Shield expands our existing medical business by delivering
a diverse range of products, including
items such as incontinence, urology, ostomy, enteral nutrition, advanced wound care and diabetes supplies.
Additionally, Shield offers continuous glucose monitoring devices directly to patients in their homes.
$
$
Deferred consideration
()
Redeemable noncontrolling interests
-
Total consideration
$
$
()
$
Identifiable assets acquired and liabilities assumed:
Current assets
$
$
-
$
Intangible assets
-
Other noncurrent assets
Current liabilities
()
-
()
Deferred income taxes
()
()
()
Other noncurrent liabilities
()
-
()
Total identifiable
net assets
-
Goodwill
()
Total net assets acquired
$
$
()
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
16
Trademarks / Tradenames
Total
$
% voting equity interest in S.I.N. Implant System (“S.I.N.”) for consideration of
$
million.
Based in São Paulo, S.I.N. manufactures an extensive line of products
to perform dental implant
procedures and is focused on advancing the development of value-priced dental
implants.
In 2023, S.I.N. expanded
the distribution of its products into the United States and other international
markets
.
$
-
$
Total consideration
$
$
-
$
Identifiable assets acquired and liabilities assumed:
Current assets
$
$
$
Intangible assets
-
Other noncurrent assets
Current liabilities
()
-
()
Long-term debt
()
-
()
Deferred income taxes
()
()
()
Other noncurrent liabilities
()
-
()
Total identifiable
net assets
Goodwill
()
Total net assets acquired
$
$
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
17
The following table summarizes the identifiable intangible assets acquired
as part of the acquisition of S.I.N.:
Product development
Trademarks / Tradenames
Total
$
% voting equity interest, for preliminary consideration of $
(including cash paid of $
million of contributed equity share in a controlled subsidiary, and
redeemable noncontrolling interests of $
million) in Biotech Dental (“Biotech Dental”), which is a provider of
dental implants, clear aligners, individualized prosthetics and innovative
digital dental software based in
France.
Biotech Dental has several important solutions for dental practices
and dental labs, including Nemotec, a
comprehensive, integrated suite of planning and diagnostic software
using open architecture that connects disparate
medical devices to create a digital view of the patient, offering greater diagnostic
accuracy and an improved patient
experience.
The integration of Biotech Dental’s software with Henry Schein One’s industry-leading practice
management software solutions will help customers streamline their
clinical as well as administrative workflow for
the ultimate benefit of patients.
Fair value of contributed equity share in a controlled subsidiary
Redeemable noncontrolling interests
Total consideration
$
Identifiable assets acquired and liabilities assumed:
Current assets
$
Intangible assets
Other noncurrent assets
Current liabilities
()
Long-term debt
()
Deferred income taxes
()
Other noncurrent liabilities
()
Total identifiable
net assets
Goodwill
Total net assets acquired
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
18
Customer relationships and lists
Trademarks / Tradenames
Total
$
% to
%.
During the three and six months ended June 29, 2024, we
recorded an adjustment of $
million and $
million, respectively, within the selling, general and administrative line in our condensed
consolidated statements of income, representing a change in the fair value
of contingent consideration related to a
2023 acquisition.
During the six months ended June 29, 2024 we completed the accounting
for certain acquisitions that occurred in
the year ended December 30, 2023.
In relation to these acquisitions, we did not record material
adjustments in our
condensed consolidated financial statements relating to changes in estimated
values of assets acquired, liabilities
assumed and contingent consideration assets and liabilities.
million in acquisition costs,
respectively.
During the three and six months ended July 1, 2023 we
incurred $
acquisition costs, respectively.
These costs are included in the selling, general and administrative
line in our
condensed consolidated statements of income.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
19
million, respectively.
Factors that we considered when estimating the fair
value of our debt include market conditions, such as interest rates and credit
spreads.
Derivative contracts
Derivative contracts are valued using quoted market prices and
significant other observable inputs.
Our derivative
instruments primarily include foreign currency forward agreements, forecasted
inventory purchase commitments,
foreign currency forward contracts, interest rate swaps and total return swaps.
The fair values for the majority of our foreign currency derivative contracts
are obtained by comparing our contract
rate to a published forward price of the underlying market rates, which
are based on market rates for comparable
transactions that are classified within Level 2 of the fair value hierarchy.
The fair value of the interest rate swap, which is classified within Level 2
of the fair value hierarchy, is determined
by comparing our contract rate to a forward market rate as of the
valuation date.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
20
for additional information.
$
$
$
Derivative contracts undesignated
$
$
$
$
Liabilities:
Derivative contracts designated as hedges
$
$
$
$
Derivative contracts undesignated
$
$
$
$
Redeemable noncontrolling interests
$
$
$
$
December 30, 2023
Level 1
Level 2
Level 3
Total
Assets:
Derivative contracts designated as hedges
$
$
$
$
Derivative contracts undesignated
$
$
$
$
Liabilities:
Derivative contracts designated as hedges
$
$
$
$
Derivative contracts undesignated
$
$
$
$
Redeemable noncontrolling interests
$
$
$
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
21
$
Other short-term bank credit lines
$
$
, we entered into a $
billion revolving credit agreement (the “Revolving Credit Agreement”)
which was subsequently amended and restated on
to extend the maturity date to
update the interest rate provisions to reflect the current market approach
for a multicurrency facility.
The interest
rate on this revolving credit facility is based on Term Secured Overnight Financing Rate (“Term SOFR”) plus a
spread based on our leverage ratio at the end of each financial reporting
quarter.
As of June 29, 2024 the interest
rate on this revolving credit agreement was
% plus
% for a combined rate of
2023 the interest rate on this revolving credit agreement was
% plus
% for a combined rate of
The Revolving Credit Agreement requires, among other things, that we
maintain certain maximum leverage ratios.
Additionally, the Revolving Credit Agreement contains customary representations, warranties and affirmative
covenants as well as customary negative covenants, subject to negotiated
exceptions, on liens, indebtedness,
significant corporate changes (including mergers), dispositions and certain restrictive
agreements.
As of June 29,
2024 and December 30, 2023, we had $
million in borrowings, respectively under this revolving
credit facility.
During the six months ended June 29, 2024, the average outstanding
balance under the Revolving
Credit Agreement was approximately $
million.
As of June 29, 2024 and December 30, 2023, there were
$
million and $
million of letters of credit, respectively, provided to third parties under this Revolving Credit
Agreement.
Other Short-Term Bank Credit
Lines
As of June 29, 2024 and December 30, 2023, we had various other short-term
bank credit lines available, in various
currencies, with a maximum borrowing capacity of $
million, respectively.
As of June 29,
2024 and December 30, 2023, $
million, respectively, were outstanding.
During the six months
ended June 29, 2024, the average outstanding balances under our various
other short-term bank credit lines was
approximately $
million.
At June 29, 2024 and December 30, 2023, borrowings under other
short-term bank
credit lines had weighted average interest rates of
% and
%, respectively.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
22
$
Term loan
U.S. trade accounts receivable securitization
Various
collateralized and uncollateralized loans payable with interest,
in varying installments through 2030 at interest rates
from
% to
from
% to
% at December 30, 2023
Finance lease obligations
()
()
$
$
insurance companies, have a total facility amount of $
are available on an uncommitted basis at fixed rate economic
terms to be agreed upon at the time of issuance, from
time to time through
.
The facilities allow us to issue senior promissory notes to the
lenders at a
fixed rate based on an agreed upon spread over applicable treasury notes
at the time of issuance.
The term of each
possible issuance will be selected by us and can range from
five
(with an average life no longer than
years).
The proceeds of any issuances under the facilities will be used
for general corporate purposes, including
working capital and capital expenditures, to refinance existing indebtedness,
and/or to fund potential acquisitions.
The agreements provide, among other things, that we maintain
certain maximum leverage ratios, and contain
restrictions relating to subsidiary indebtedness, liens, affiliate transactions, disposal
of assets and certain changes in
ownership.
These facilities contain make-whole provisions in the event that we
pay off the facilities prior to the
applicable due dates.
%, as of June 29, 2024 are presented in the following table:
%
December 24, 2024
June 16, 2017
June 16, 2027
September 15, 2017
September 15, 2029
January 2, 2018
January 2, 2028
September 2, 2020
September 2, 2030
June 2, 2021
June 2, 2031
June 2, 2021
June 2, 2033
May 4, 2023
May 4, 2028
May 4, 2023
May 4, 2030
May 4, 2023
May 4, 2033
May 4, 2023
May 4, 2033
Less: Deferred debt issuance costs
()
Total
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
23
million term loan credit agreement (the “Term Credit
Agreement”).
The interest rate on this term loan is based on the Term SOFR plus a spread based on our leverage
ratio at the end of each financial reporting quarter.
This term loan matures on July 11, 2026.
We have been
required to make quarterly payments of $
million from September 2023 through June 2024 and are required to
make quarterly payments of $
million from September 2024 through June 2026, with the remaining
balance due in
July 2026.
As of June 29, 2024, the borrowings outstanding under this
term loan were $
2024, the interest rate under the Term Credit Agreement was
% plus
% for a combined rate of
of December 30, 2023, the borrowings outstanding under this term
loan were $
million.
At December 30, 2023,
the interest rate under the Term Credit Agreement was
% plus
% for a combined rate of
we have a hedge in place that ultimately creates an effective fixed rate of
% and
% at June 29, 2024 and
December 30, 2023,
respectively.
The Term Credit Agreement requires, among other things, that we maintain
certain maximum leverage ratios.
Additionally, the Term
Credit Agreement contains customary representations,
warranties and affirmative covenants as well as customary negative covenants, subject
to negotiated exceptions, on
liens, indebtedness, significant corporate changes (including mergers), dispositions
and certain restrictive
agreements.
.
This facility agreement has a purchase limit of
$
banks as agents, and expires on
.
As of June 29, 2024 and December 30, 2023, the borrowings outstanding
under this securitization facility were
$
million, respectively.
At June 29, 2024, the interest rate on borrowings under
this facility
was based on the asset-backed commercial paper rate of
% plus
%, for a combined rate of
December 30, 2023, the interest rate on borrowings under this facility was
based on the asset-backed commercial
paper rate of
% plus
%, for a combined rate of
%.
If our accounts receivable collection pattern changes due to customers
either paying late or not making payments,
our ability to borrow under this facility may be reduced.
We are required to pay a commitment fee of
basis points depending upon program utilization.
On May 17, 2024, we amended this facility to temporarily adjust certain covenant
levels.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
24
%, compared to
% for the prior year
period.
The difference between our effective tax rate and the federal statutory tax rate primarily
relates to state and
foreign income taxes.
The Organization of Economic Co-Operation and Development (OECD) issued
technical and administrative
guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of
large multinational businesses on a country-by-country basis.
Effective January 1, 2024, the minimum global tax
rate is 15% for various jurisdictions pursuant to the Pillar Two rules.
As of June 29, 2024, the impact of the Pillar
Two rules to our financial statements was immaterial.
As we operate in jurisdictions which have adopted Pillar
Two,
we are continuing to analyze the implications to effectively manage the impact
for 2024 and beyond.
Future
tax reform resulting from these developments may result in changes to
long-standing tax principles, which may
adversely impact our effective tax rate going forward or result in higher cash tax liabilities.
The total amount of unrecognized tax benefits, which are included in
“other liabilities” within our condensed
consolidated balance sheets, as of June 29, 2024 and December 30, 2023, was
$
respectively, of which $
million, respectively, would affect the effective tax rate if recognized.
It is possible that the amount of unrecognized tax benefits will
change in the next 12 months, which may result in a
material impact on our condensed consolidated statements of income.
All tax returns audited by the IRS are officially closed through 2019.
The tax years subject to examination by the
IRS include years 2020 and forward.
In addition, limited positions reported in the 2017 tax year are subject
to IRS
examination.
The amount of tax interest expense included as a component of the provision
for taxes was $
million for the six months ended June 29, 2024 and July 1, 2023, respectively.
The total amount of accrued interest
is included in “other liabilities,” and was $
million as of June 29, 2024 and $
million as of December 30, 2023.
The amount of penalties accrued for during the periods presented was not
material to our condensed consolidated
financial statements.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
25
million related to the 2022
Plan during the remainder of 2024.
On August 6, 2024, we committed to a new restructuring plan (the “2024
Plan”) to integrate recent acquisitions,
right-size operations and further increase efficiencies.
We expect to record restructuring charges associated with
the 2024 Plan during the second half of 2024 and in 2025, however an
estimate of the amount of these charges has
not yet been determined.
million, respectively.
During the six months ended June 29, 2024, and
July 1, 2023, we recorded restructuring costs of $
million, respectively.
The restructuring costs
for these periods primarily related to severance and employee-related
costs, accelerated amortization of right-of-use
lease assets and fixed assets, and other lease exit costs.
$
$
$
$
$
Accelerated depreciation and amortization
-
-
Exit and other related costs
-
-
Total restructuring
costs
$
$
$
$
$
$
Three Months Ended
Six Months Ended
Health Care
Distribution
Technology
and Value-
Added Services
Total
Health Care
Distribution
Technology
and Value-
Added Services
Total
Severance and employee-related costs
$
$
$
$
$
$
Accelerated depreciation and amortization
Exit and other related costs
-
Loss on disposal of a business
-
-
-
-
Total restructuring
costs
$
$
$
$
$
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
26
$
$
Restructuring costs
Non-cash accelerated depreciation and amortization
()
()
Cash payments and other adjustments
()
()
()
$
$
$
); one or more of Henry Schein, Inc.’s subsidiaries is also named as a defendant in a
number of those cases).
Generally, the lawsuits allege that the manufacturers of prescription opioid drugs engaged
in a false advertising campaign to expand the market for such drugs and
their own market share and that the entities
in the supply chain (including Henry Schein, Inc. and its subsidiaries) reaped
financial rewards by refusing or
otherwise failing to monitor appropriately and restrict the improper distribution
of those drugs.
These actions
consist of some that have been consolidated within the MultiDistrict Litigation
(“MDL”) proceeding In Re National
Prescription Opiate Litigation (MDL No. 2804; Case No. 17-md-2804)
and are currently stayed, and others which
remain pending in state courts and are proceeding independently and outside
of the MDL.
At this time, the
following case is set for trial: the action filed by Florida Health Sciences Center, Inc. (and
other hospitals located
throughout the State of Florida) in Florida state court, which is currently
scheduled for a jury trial in September
2025.
Of Henry Schein’s 2023 net sales of approximately $
billion, sales of opioids represented less than
four
-
tenths of 1 percent.
Opioids represent a negligible part of our business.
We intend to defend ourselves vigorously
against these actions.
In August 2022, Henry Schein received a Grand Jury Subpoena from the United
States Attorney’s Office for the
Western District of Virginia,
seeking documents in connection with an investigation of possible
violations of the
Federal Food, Drug & Cosmetic Act by Butler Animal Health Supply, LLC (“Butler”), a former subsidiary of
Henry Schein.
The investigation relates to the sale of veterinary prescription drugs
to certain customers.
In
October 2022, Henry Schein received a second Grand Jury Subpoena
from the United States Attorney’s Office for
the Western District of Virginia.
The October 2022 Subpoena seeks documents relating to payments Henry
Schein
received from Butler or Covetrus, Inc. (“Covetrus”).
Butler was spun off into a separate company and became a
subsidiary of Covetrus in 2019 and is no longer owned by Henry Schein.
We are cooperating with the
investigation.
On January 18, 2024, a putative class action was filed against the Company
in the U.S. District Court for the
Eastern District of New York (“EDNY”), Case No. 24-cv-387 (the “Cruz-Bermudez Action”), based on the
October 2023 cyber incident described in
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
27
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
28
For these RSUs, we recognize the cost as compensation expense on a straight-line
basis.
For all RSUs, we estimate the fair value based on our closing stock
price on the grant date.
With respect to
performance-based RSUs, the number of shares that ultimately vest and
are received by the recipient is based upon
our performance as measured against specified targets over a specified period, as
determined by the Compensation
Committee.
Although there is no guarantee that performance targets will be achieved, we
estimate the fair value of
performance-based RSUs based on our closing stock price at time of grant.
Each of the Plans provide for certain adjustments to the performance
measurement in connection with awards under
the Plans.
With respect to the performance-based RSUs granted under our 2024 Stock Incentive Plan, such
performance measurement adjustments relate to significant events, including,
without limitation, acquisitions,
divestitures, new business ventures, certain capital transactions (including share
repurchases), differences in
budgeted average outstanding shares (other than those resulting from capital
transactions referred to above),
restructuring costs, if any, amortization expense recorded for acquisition-related intangible assets (solely with
respect to performance-based RSUs granted in the 2023 and 2024 plan years),
certain litigation settlements or
payments, if any, changes in accounting principles or in applicable laws or regulations, changes in income tax rates
in certain markets, foreign exchange fluctuations, the financial impact
either positive or negative, of the difference
in projected earnings generated by COVID-19 test kits (solely with respect
to performance-based RSUs granted in
the 2022 and 2023 plan years) and impairment charges (solely with respect to performance-based
RSUs granted in
the 2023 and 2024 plan years), and unforeseen events or circumstances
affecting us.
Over the performance period, the number of RSUs that will ultimately vest
and be issued and the related
compensation expense 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 an
expense is based on our actual performance metrics as defined under
the 2024 Stock Incentive Plan.
Stock options are awards that allow the recipient to purchase shares of our
common stock after vesting at a fixed
price set at the time of grant.
Stock options were granted at an exercise price equal to our
closing stock price on the
date of grant.
Stock options issued in 2021 and 2022 vest
one-third
per year based on the recipient’s continued
service, subject to the terms and conditions of the 2020 Stock Incentive Plan,
are fully vested
grant date and have a contractual term of
from the grant date, subject to earlier termination of term and
term acceleration upon certain events.
Compensation expense for stock options is recognized using
a graded
vesting method.
We estimate grant date fair value of stock options using the Black-Scholes valuation model.
During the six months ended June 29, 2024, we did
t grant any stock options.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
29
and $
million for the three and six months ended June 29, 2024, respectively.
For the three and six months ended
July 1, 2023, we recorded pre-tax share-based compensation expense of $
Total unrecognized compensation cost related to unvested awards as of June 29, 2024 was $
expected to be recognized over a weighted-average period of approximately
Our condensed consolidated statements of cash flows present our
stock-based compensation expense as a
reconciling adjustment between net income and net cash provided by operating
activities for all periods presented.
There were no cash benefits associated with tax deductions in excess of
recognized compensation for the six
months ended June 29, 2024 and July 1, 2023.
$
-
()
()
Outstanding at end of period
$
$
Options exercisable at end of period
$
$
$
$
$
()
()
()
()
Outstanding at end of period
$
$
$
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
30
$
Decrease in redeemable noncontrolling interests due to acquisitions of
noncontrolling interests in subsidiaries
()
()
Increase in redeemable noncontrolling interests due to business acquisitions
Net income (loss) attributable to redeemable noncontrolling interests
()
Distributions declared, net of capital contributions
()
()
Effect of foreign currency translation gain (loss) attributable to
redeemable noncontrolling interests
()
Change in fair value of redeemable securities
()
$
$
)
$
()
Attributable to noncontrolling interests:
Foreign currency translation adjustment
$
()
$
()
Attributable to Henry Schein, Inc.:
Foreign currency translation adjustment
$
()
$
()
Unrealized gain (loss) from hedging activities
()
()
()
Accumulated other comprehensive loss
$
()
$
()
Total Accumulated
other comprehensive loss
$
()
$
()
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
31
$
$
$
Foreign currency translation gain (loss)
()
()
Foreign currency translation gain (loss)
()
()
Unrealized gain (loss) from hedging activities
()
()
()
()
Unrealized gain (loss) from hedging activities
()
()
$
$
$
$
$
$
$
Comprehensive income attributable to
Comprehensive income (loss) attributable to
Redeemable noncontrolling interests
()
()
$
$
$
$
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
32
Effect of dilutive securities:
Stock options and restricted stock units
Restricted stock units
Total anti-dilutive
securities excluded from earnings per
share computation
$
Income taxes
()
unrealized gains (losses) related to hedging activities, respectively.
HENRY SCHEIN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share and per share data)
(unaudited
)
33
million annually for the use of their intellectual property.
During the three and
six months ended June 29, 2024, we recorded $
million, respectively, in connection with costs
related to this royalty agreement.
During the three and six months ended July 1, 2023, we recorded $
$
million, respectively, in connection with costs related to this royalty agreement.
As of June 29, 2024 and
December 30, 2023, Henry Schein One, LLC had a net payable balance
to Internet Brands of $
million, respectively, comprised of amounts related to results of operations and the royalty agreement.
The
components of this payable are recorded within accrued expenses: other within
our condensed consolidated balance
sheets.
We have interests in entities that we account for under the equity accounting method.
In our normal course of
business, during the three and six months ended June 29, 2024, we recorded net
sales of $
million respectively, to such entities.
During the three and six months ended July 1, 2023, we recorded net sales of
$
million respectively, to such entities.
During the three and six months ended June 29, 2024,
we purchased $
million respectively, from such entities.
During the three and six months ended
July 1, 2023, we purchased $
million respectively, from such entities.
At June 29, 2024 and
December 30, 2023, we had an aggregate $
million, respectively, due from our equity affiliates,
and $
million, respectively, due to our equity affiliates.
Certain of our facilities related to our acquisitions are leased from employees
and minority shareholders.
These
leases are classified as operating leases and have a remaining lease term
ranging from
of June 29, 2024, current and non-current liabilities associated with related
party operating leases were $
and $
million, respectively.
At June 29, 2024 related party leases represented
% and
% of the total current
and non-current operating lease liabilities, respectively.
At December 30, 2023 related party leases represented
% and
% of the total current and non-current operating lease liabilities, respectively.
34
ITEM 2.
MANAGEMENT’S 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
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 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.
Factors that could cause or contribute to such differences include, but are not limited
to, those discussed in
the documents we file with the Securities and Exchange Commission
(SEC), including our Annual Report on Form
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 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.
35
Where You
Can Find Important Information
We may disclose important information through one or more of the following channels: SEC filings, public
conference calls and webcasts, press releases, the investor relations
page of our website (www.henryschein.com)
and the social media channels identified on the About Media Center page
of our website.
Recent Developments
While the U.S. economy has experienced inflationary pressures and
strengthening of the U.S. dollar, their impacts
have not been material to our results of operations.
Though inflation impacts both our revenues and costs, the
depth
and breadth of our product portfolio often allows us to offer lower-cost national brand solutions
or corporate brand
alternatives to our more price-sensitive customers who are unwilling to
absorb price increases, thus positioning us
to protect our gross profit.
Cyber Incident
In October 2023 Henry Schein experienced a cyber incident that primarily
affected the operations of our North
American and European dental and medical distribution businesses.
Henry Schein One, our practice management
software, revenue cycle management and patient relationship management
solutions business, was not affected, and
our manufacturing businesses were mostly unaffected.
On November 22, 2023, we experienced a disruption of our
ecommerce platform and related applications, which was remediated.
During the three and six months ended June 29, 2024, we continued to
experience a residual impact of the cyber
events noted above relating primarily to decreased sales to episodic customers
(customers that had generally
registered a less continuous level of demand pre-incident).
We have a number of programs underway focused on
re-establishing these customers.
We maintain cyber insurance, subject to certain retentions and policy limitations.
With respect to the October 2023
cyber incident, we have a $60 million insurance policy, following a $5 million retention.
During the three and six
months ended June 29, 2024, we received insurance proceeds of $10
million, representing a partial insurance
recovery of losses related to the cyber incident.
36
Executive-Level Overview
Henry Schein, Inc. is a solutions company for health care professionals powered
by a network of people and
We
believe we are the world’s largest provider of health care products and services primarily to office-
based dental and medical practitioners, as well as alternate sites of care.
We
serve more than one million customers
worldwide including dental practitioners, laboratories, physician practices and
ambulatory surgery centers, as well
as government, institutional health care clinics and other alternate care clinics.
We
believe that we have a strong
brand identity due to our more than 92 years of experience distributing health
care products.
We are headquartered in Melville, New York,
employ approximately 26,000 people (of which approximately
13,000 are based outside of the United States) and have operations or
affiliates in 33 countries and territories.
Our
broad global footprint has evolved over time through our organic success as well as
through contribution from
strategic acquisitions.
We
have established strategically located distribution centers around
the world 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.
While our primary go-to-market strategy is in our capacity as a distributor, we also market and sell our own
corporate brand portfolio of cost-effective, high-quality consumable merchandise products,
including in vitro
diagnostic devices, manufacture certain dental specialty products in
the areas of implants, orthodontics and
endodontics, manufacture drug products, and repackage/relabel prescription drugs
and/or devices.
We
have
achieved scale in these global businesses primarily through acquisitions, as
manufacturers of these products
typically do not utilize a distribution channel to serve customers.
We
conduct our business through two reportable segments: (i) health
care distribution and (ii) technology and
value-added services.
These segments offer different products and services to the same customer base.
Our global
dental businesses serve office-based dental practitioners, dental laboratories, schools, government
and other
institutions.
Our medical businesses serve physician offices, urgent care centers, ambulatory care sites,
emergency
medical technicians, dialysis centers, home health, federal and state governments
and large enterprises, such as
group practices, and integrated delivery networks, among other providers
across a wide range of specialties.
The health care distribution reportable segment, combining our global dental and
medical operating segments,
distributes consumable products, small equipment, laboratory products, large equipment, equipment
repair services,
branded and generic pharmaceuticals, vaccines, surgical products, dental specialty
products (including implant,
orthodontic and endodontic products), diagnostic tests, infection-control products,
personal protective equipment
(“PPE”) products, vitamins and orthopedic implants.
Our global technology and value-added services business provides software, technology
and other value-added
services to health care practitioners.
Our technology business offerings include practice management software
systems for dental and medical practitioners.
Our value-added practice solutions include practice consultancy,
education, revenue cycle management and financial services on a non-recourse
basis, e-services, practice
technology, network and hardware services, as well as consulting, and continuing education services for
practitioners.
A key element to grow closer to our customers is our One Schein initiative, which
is a unified go-to-market
approach that enables practitioners to work synergistically with our supply chain,
equipment sales and service and
other value-added services, allowing our customers to leverage the
combined value that we offer through a single
program.
Specifically, One Schein provides customers with streamlined access to our comprehensive offering of
national brand products, our corporate brand products and proprietary specialty
products and solutions (including
implant, orthodontic and endodontic products).
In addition, customers have access to a wide range of services,
including software and other value-added services.
37
Industry Overview
In recent years, the health care 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
health care industry, including consolidation of health care distribution companies, health care reform, trends
toward managed care, cuts in Medicare and collective purchasing arrangements.
Industry Consolidation
The health care products distribution industry, as it relates to office-based health care practitioners, is fragmented
and diverse.
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 health care practitioners to store and manage
large quantities of supplies
in their offices, the distribution of health care supplies and small equipment to office-based health
care 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 health care 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.
The trend of consolidation extends to our customer base.
Health care practitioners are increasingly seeking to
partner, affiliate or combine with larger entities such as hospitals, health systems, group practices or physician
hospital organizations.
In many cases, purchasing decisions for consolidated groups
are made at a centralized or
professional staff level; however, orders are delivered to the practitioners’ offices.
We
believe that consolidation within the industry will continue to
result in a number of distributors, particularly
those with limited financial, operating and marketing resources, seeking to
combine with larger companies that can
provide growth opportunities.
This consolidation also may continue to result in distributors seeking
to acquire
companies that can enhance their current product and service offerings or provide
opportunities to serve a broader
customer base.
Our approach to acquisitions and joint ventures has been to expand our role as
a provider of products and services
to the health care industry.
This trend has resulted in our 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, although
there can be no assurances
that we will be able to successfully accomplish this.
We
also have invested in expanding our sales/marketing
infrastructure to include a focus on building relationships with decision
makers who do not reside in the office-
based practitioner setting.
As the health care industry continues to change, we continually evaluate possible
candidates for joint venture or
acquisition and intend to continue to seek opportunities to expand our
role as a provider of products and services to
the health care 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/or acquisition-related costs, and there
can be no assurance that the
integration efforts associated with any such transaction would be successful.
38
Aging Population and Other Market Influences
The health care products distribution industry continues to experience growth
due to the aging population,
increased health care awareness, the proliferation of medical technology
and testing, new pharmacological
treatments, and expanded third-party insurance coverage, partially offset by the effects of unemployment
on
insurance coverage.
In addition, the physician market continues to benefit from the
shift of procedures and
diagnostic testing from acute care settings to alternate-care sites, particularly
physicians’ offices.
According to the U.S. Census Bureau’s International Database, between 2024
and 2034, the 45 and older
population is expected to grow by approximately 11%.
Between 2024 and 2044, this age group is expected to grow
by approximately 20%.
This compares with expected total U.S. population growth
rates of approximately 6%
between 2024 and 2034
and approximately 11% between 2024 and 2044.
According to the U.S. Census Bureau’s International Database, in 2024
there are approximately seven million
Americans aged 85 years or older, the segment of the population most in need of long-term care
and elder-care
services.
By the year 2050, that number is projected to nearly triple to approximately
19 million.
The population
aged 65 to 84 years is projected to increase by approximately 20% during
the same period.
As a result of these market dynamics, annual expenditures for health
care services continue to increase in the
United States.
We believe that demand for our products and services will grow while continuing to be impacted by
current and future operating, economic, and industry conditions.
The Centers for Medicare and Medicaid Services
(“CMS”) published “National Health Expenditure Data” indicating that total
national health care spending reached
approximately $4.5 trillion in 2022, or 17.3% of the nation’s gross domestic product, the benchmark
measure for
annual production of goods and services in the United States.
Health care spending is projected to reach
approximately $7.7 trillion by 2032, or 19.7% of the nation’s projected gross domestic product.
Government
Certain of our businesses involve the distribution, manufacturing, importation,
exportation, marketing, sale and
promotion of pharmaceuticals and/or medical devices, and in this regard, we
are subject to extensive local, state,
federal and foreign governmental laws and regulations, including as applicable
to our wholesale distribution of
pharmaceuticals and medical devices, manufacturing activities, and as part of
our specialty home medical supply
businesses that distribute and sell medical equipment and supplies directly
to patients.
Federal, state and certain
foreign governments have also increased enforcement activity in the health care
sector, particularly in areas of fraud
and abuse, anti-bribery and anti-corruption, controlled substances handling,
medical device regulations and data
privacy and security standards.
Certain of our businesses involve pharmaceuticals and/or medical devices,
including in vitro diagnostic devices,
that are paid for by third parties and must operate in compliance with a variety of
burdensome and complex coding,
billing and record-keeping requirements in order to substantiate claims for
payment under federal, state and
commercial healthcare reimbursement programs.
Government and private insurance programs fund a large portion of the total cost of medical care,
and there have
been efforts to limit such private and government insurance programs, including efforts, thus far
unsuccessful, to
seek repeal of the entire United States Patient Protection and Affordable Care Act,
as amended by the Health Care
and Education Reconciliation Act, each enacted in March 2010.
Certain of our businesses are subject to various additional federal, state,
local and foreign laws and regulations,
including with respect to the sale, transportation, importation, storage, handling
and disposal of hazardous or
potentially hazardous substances; “forever chemicals” such as per-and
polyfluoroalkyl substances; amalgam bans;
pricing disclosures; supply chain transparency around labor practices; and safe working
conditions.
In addition,
activities to control medical costs, including laws and regulations lowering
reimbursement rates for
pharmaceuticals, medical devices, medical supplies and/or medical treatments
or services, are ongoing.
CMS
recently released the 2024 durable medical equipment, prosthetics, orthotics
and supplies (“DMEPOS”)
reimbursement schedule, which, effective January 1, 2024, reduced the DMEPOS reimbursement
rates for non-
39
rural suppliers, such as us, by removing the Coronavirus Aid, Relief,
and Economic Security (aka CARES) Act
relief rates in effect during the COVID-19 pandemic.
This and other laws and regulations are subject to change and
their evolving implementation may impact our operations and our
financial performance.
Our businesses are generally subject to numerous laws and regulations that could
impact our financial performance,
and failure to comply with such laws or regulations could have a material adverse
effect on our business.
A more detailed discussion of governmental laws and regulations
is included in Management’s Discussion &
Analysis of Financial Condition and Results of Operations, contained
in our Annual Report on Form 10-K for the
fiscal year ended December 30, 2023, filed with the SEC on February 28, 2024.
Results of Operations
The following tables summarize the significant components of our operating
results for the three and six months
ended June 29, 2024 and July 1, 2023 and cash flows for the six
months ended June 29, 2024 and July 1, 2023:
Three Months Ended
Six Months Ended
June 29,
July 1,
June 29,
July 1,
2024
2023
2024
2023
Operating results:
$
3,136
$
3,100
$
6,308
$
6,160
2,118
2,125
4,278
4,219
1,018
975
2,030
1,941
Operating expenses:
Selling, general and administrative
781
707
1,572
1,424
Depreciation and amortization
63
49
124
93
Restructuring costs
15
18
25
48
Operating income
$
159
$
201
$
309
$
376
$
(27)
$
(15)
$
(50)
$
(27)
Net income
105
148
203
276
Net income attributable to Henry Schein, Inc.
104
140
197
261
Six Months Ended
June 29,
July 1,
2024
2023
Net cash provided by operating activities
$
493
$
301
Net cash used in investing activities
(281)
(340)
Net cash provided by (used in) financing activities
(265)
59
Plans of Restructuring
On August 1, 2022, we committed to a restructuring plan (the “2022 Plan”)
focused on funding the priorities of the
BOLD+1 strategic plan, streamlining operations and other initiatives to
increase efficiency.
The 2022 Plan has
been completed as of July 31, 2024.
We expect to record restructuring charges of $12 million related to the 2022
Plan during the remainder of 2024.
On August 6, 2024, we committed to a new restructuring plan (the “2024
Plan”) to integrate recent acquisitions,
right-size operations and further increase efficiencies.
We expect to record restructuring charges associated with
the 2024 Plan during the second half of 2024 and in 2025, however an
estimate of the amount of these charges has
not yet been determined.
During the three months ended June 29, 2024, and July 1, 2023, in connection
with our 2022 Plan, we recorded
restructuring costs of $15 million and $18 million, respectively.
During the six months ended June 29, 2024, and
July 1, 2023, we recorded restructuring costs of $25 million and $48
million, respectively.
The restructuring costs
for these periods primarily related to severance and employee-related
costs, accelerated amortization of right-of-use
lease assets and fixed assets, and other lease exit costs.
40
Three Months Ended June 29, 2024 Compared to Three Months Ended July 1, 2023
Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other Expense,
Net; and Income Taxes are
based on actual values and may not recalculate due to rounding.
Net Sales
Net sales were as follows:
June 29,
% of
July 1,
% of
Increase/ (Decrease)
2024
Total
2023
Total
$
%
Health care distribution
(1)
$
1,924
61.4
%
$
1,957
63.1
%
$
(33)
(1.7)
%
998
31.8
950
30.7
48
5.0
Total health care distribution
2,922
93.2
2,907
93.8
15
0.5
Technology and value-added services
(2)
214
6.8
193
6.2
21
10.8
$
3,136
100.0
%
$
3,100
100.0
%
$
36
1.1
%
The components of our sales growth were as follows:
Total Local
Currency
Growth
Foreign
Exchange
Impact
Total Sales
Growth
Local Currency Growth
Local Internal
Growth
Acquisition
Growth
Health care distribution
(1)
Dental Merchandise
(2.6)
%
1.4
%
(1.2)
%
(0.7)
%
(1.9)
%
Dental Equipment
(0.4)
0.2
(0.2)
(0.5)
(0.7)
Total Dental
(2.1)
1.2
(0.9)
(0.8)
(1.7)
Medical
(4.3)
9.3
5.0
-
5.0
Total Health Care Distribution
(2.8)
3.8
1.0
(0.5)
0.5
Technology and value-added services
(2)
3.9
7.0
10.9
(0.1)
10.8
Total
(2.4)
%
4.0
%
1.6
%
(0.5)
%
1.1
%
(1)
Consists of consumable products, dental specialty products (including implant, orthodontic and endodontic products), small
equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical
products, diagnostic tests, infection-control products, PPE products, vitamins and orthopedic implants.
(2)
Consists of practice management software and other value-added products, which are distributed primarily to health care providers,
practice consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, continuing
education services for practitioners, practice technology, network and hardware services, and other services.
Global Sales
Global net sales for the three months ended June 29, 2024 increased 1.1%.
The components of our sales growth are
presented in the table above.
The 2.4% decrease in our internally generated local currency sales was primarily
attributable to the slower than
anticipated pace of recovery from the cyber incident, the challenging economic
environment in certain markets and
lower sales of PPE products and COVID-19 test kits.
For the three months ended June 29, 2024, the estimated
decrease in internally generated local currency sales, excluding PPE
products and COVID-19 test kits, was 1.8%.
We estimate that sales of PPE products and COVID-19 test kits were approximately $140 million and $164 million
for the three months ended June 29, 2024 and July 1, 2023, respectively, representing an estimated decrease of $24
million, or 14.3%
versus the prior year, with the $24 million net decrease year-over-year representing 0.7%
of
global net sales for the three months ended June 29, 2024.
41
Dental
Dental net sales for the three months ended June 29, 2024 decreased 1.7%.
The components of our sales decline
are presented in the table above.
The decrease in local currency sales was attributable to a decrease
in internally generated local currency sales for
dental merchandise primarily attributable to the slower than anticipated pace
of recovery from the cyber incident,
the challenging economic environment in certain markets, and lower
sales of PPE products, partially offset by sales
from our entities acquired during the twelve months ended June 29, 2024.
The sales decrease in internally
generated local currency for dental equipment was primarily attributable
to sales declines in certain international
markets, partially offset by sales growth in traditional equipment,
digital imaging and our parts and service business
in North America.
We estimate that sales of PPE products were approximately $77 million and $89 million for the three months ended
June 29, 2024 and July 1, 2023, respectively, representing an estimated decrease of $12 million, or 12.6% versus
the prior year, with the $12 million net decrease year-over-year representing 0.6% of dental net sales for
the three
months ended June 29, 2024.
The decrease in sales of PPE products is primarily due to lower glove prices.
The
estimated decrease in internally generated local currency sales, excluding
PPE products,
was 1.7%.
Medical
Medical net sales for the three months ended June 29, 2024 increased
5.0%.
The components of our sales growth
are presented in the table above.
The increase in local currency sales was attributable to our expansion
in the Home Solutions market including the
acquisition of Shield Healthcare during the year ended December
30, 2023.
The internally generated local currency
decrease in medical sales is primarily attributable to the slower than anticipated
pace of recovery from the cyber
incident as well as the conversion of certain pharmaceutical product sales
to lower priced generics,
and lower sales
of PPE products,
also primarily due to lower glove prices.
We estimate that sales of PPE products and COVID-19 test kits were approximately $63 million and $75 million
for the three months ended June 29, 2024 and July 1, 2023,
respectively, representing an estimated decrease of $12
million, or 16.2%
versus the prior year, with the $12 million net decrease year-over-year representing 1.2%
of
medical net sales for the three months ended June 29, 2024.
The decrease in sales of these products is primarily
due to lower market prices of PPE products (primarily lower glove
pricing).
The estimated decrease in internally
generated local currency sales, excluding PPE products and COVID-19
test kits, was 3.2%.
Technology and value-added services
Technology and value-added services net sales for the three months ended June 29, 2024 increased 10.8%.
The
components of our sales growth are presented in the table above.
The internally generated local currency increase
in technology and value-added services sales is primarily attributable
to a continued increase in the number of
cloud-based users of our practice management software and an increase
in revenue cycle management solutions.
42
Gross Profit
Gross profit and gross margin percentages by segment and in total were as follows:
June 29,
Gross
July 1,
Gross
2024
Margin %
2023
Margin %
$
%
$
875
30.0
%
$
846
29.1
%
$
29
3.5
%
Technology and value-added services
143
66.6
129
66.8
14
10.5
$
1,018
32.5
$
975
31.4
$
43
4.4
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 and value-added services
segment than in
our health care distribution segment.
These higher gross margins result from being both the developer and seller of
software products and services, as well as certain financial services.
The software industry typically realizes higher
gross margins to recover investments in product development.
Within our health care distribution segment, gross profit margins may vary between the periods as a result of
the
changes in the mix of products sold as well as changes in our customer mix.
For example, sales of our corporate
brand and certain specialty products achieve gross profit margins that are higher than
average total gross profit
margins of all products.
With respect to customer mix, sales to our large-group customers are typically completed
at lower gross margins due to the higher volumes sold as opposed to the gross margin on sales to office-based
practitioners, who normally purchase lower volumes.
Health care distribution gross profit for the three months ended June 29, 2024
increased compared to the prior-year-
period due to gross profit from acquisitions and gross margin expansion as a result of
a favorable impact of sales
mix of higher-margin products.
Technology and value-added services gross profit increased as a result of a higher gross profit from internally
generated sales and gross profit from acquisitions.
The slight decrease in gross margin rates was primarily due to
increased amortization expense.
Operating Expenses
Operating expenses (consisting of selling, general and administrative
expenses; depreciation and amortization; and
restructuring costs) by segment and in total were as follows:
% of
% of
June 29,
Respective
July 1,
Respective
Increase
2024
Net Sales
2023
Net Sales
$
%
$
729
25.0
%
$
680
23.4
%
$
49
7.2
%
Technology and value-added services
130
60.3
94
49.0
36
36.4
$
859
27.4
$
774
25.0
$
85
10.8
The net increase in operating expenses is attributable to the following:
Operating Costs
Restructuring Costs
Acquisitions
Total
$
11
$
(2)
$
40
$
49
Technology and value-added services
31
(1)
6
36
$
42
$
(3)
$
46
$
85
The components of the net increase in operating expenses are presented
in the table above.
The increase in
operating costs during the three months ended June 29, 2024 includes increases
in payroll and payroll related costs,
travel, convention expenses and litigation settlement costs in both of our
reportable segments, as well as increased
acquisition intangible amortization in our healthcare distribution segment.
We
also recorded an increase of $23
million in accrued contingent consideration related to a 2023 acquisition in
our technology and value-added
services segment.
During the three months ended June 29, 2024, we also incurred
$3 million of expenses, within
43
our health care distribution segment, directly related to the cyber incident,
mostly consisting of professional fees.
During the three months ended June 29, 2024, we received insurance proceeds
of $10 million representing a partial
insurance recovery of losses related to the cyber incident.
Other Expense, Net
Other expense, net was as follows:
June 29,
July 1,
Variance
2024
2023
$
%
$
6
$
3
$
3
80.7
%
(32)
(19)
(13)
(72.4)
(1)
1
(2)
(350.7)
$
(27)
$
(15)
$
(12)
(87.7)
Interest income increased primarily due to increased interest rates.
Interest expense increased primarily due to
increased borrowings and increased interest rates.
Income Taxes
Our effective tax rate was 24.9% for the three months ended June 29, 2024 compared to 22.0%
for the prior year
period.
The difference between our effective and federal statutory tax rates primarily relates to state
and foreign
income taxes.
The Organization of Economic Co-Operation and Development (OECD) issued
technical and administrative
guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of
large multinational businesses on a country-by-country basis.
Effective January 1, 2024, the minimum global tax
rate is 15% for various jurisdictions pursuant to the Pillar Two rules.
As of June 29, 2024, the impact of the Pillar
Two rules to our financial statements was immaterial.
As we operate in jurisdictions which have adopted Pillar
Two, we are continuing to analyze the implications to effectively manage the impact for 2024 and beyond.
Future
tax reform resulting from these developments may result in changes to long-standing
tax principles, which may
adversely impact our effective tax rate going forward or result in higher cash tax liabilities.
44
Six Months Ended June 29, 2024 Compared to Six Months Ended July 1, 2023
Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other
Expense, Net; and Income Taxes are
based on actual values and may not recalculate due to rounding.
Net Sales
Net sales were as follows:
June 29,
% of
July 1,
% of
Increase / (Decrease)
2024
Total
2023
Total
$
%
Health care distribution
(1)
$
3,838
60.9
%
$
3,855
62.6
%
$
(17)
(0.5)
%
2,039
32.3
1,921
31.2
118
6.2
Total health care distribution
5,877
93.2
5,776
93.8
101
1.7
Technology and value-added services
(2)
431
6.8
384
6.2
47
12.3
$
6,308
100.0
%
$
6,160
100.0
%
$
148
2.4
%
The components of our sales growth were as follows:
Total Local
Currency
Growth
Foreign
Exchange
Impact
Total Sales
Growth
Local Currency Growth
Local Internal
Growth
Acquisition
Growth
Health care distribution
(1)
Dental Merchandise
(3.2)
%
2.6
%
(0.6)
%
-
%
(0.6)
%
Dental Equipment
(0.1)
0.1
-
-
-
Total Dental
(2.5)
2.1
(0.4)
(0.1)
(0.5)
Medical
(2.4)
8.6
6.2
-
6.2
Total Health Care Distribution
(2.5)
4.3
1.8
(0.1)
1.7
Technology and value-added services
(2)
3.6
8.5
12.1
0.2
12.3
Total
(2.1)
%
4.5
%
2.4
%
-
%
2.4
%
(1)
Consists of consumable products, dental specialty products (including implant, orthodontic and endodontic products), small
equipment, laboratory products, large equipment, equipment repair services, branded and generic pharmaceuticals, vaccines, surgical
products, diagnostic tests, infection-control products, PPE products, vitamins and orthopedic implants.
(2)
Consists of practice management software and other value-added products, which are distributed primarily to health care providers,
practice consultancy, education, revenue cycle management and financial services on a non-recourse basis, e-services, continuing
education services for practitioners, practice technology, network and hardware services, and other services.
Global Sales
Global net sales for the six months ended June 29, 2024 increased 2.4%.
The components of our sales growth are
presented in the table above.
The 2.1% decrease in our internally generated local currency sales was primarily
attributable to the slower than
anticipated pace of recovery from the cyber incident, the challenging economic
environment in certain markets and
lower sales of PPE products.
For the six months ended June 29, 2024, the estimated decrease in
internally
generated local currency sales, excluding PPE products and COVID-19
test kits, was 1.5%.
We estimate that sales of PPE products and COVID-19 test kits were approximately $321
million and $365 million
for the six months ended June 29, 2024 and July 1, 2023, respectively, representing an estimated decrease of $44
million, or 11.9%
versus the prior year, with the $44 million net decrease year-over-year representing 0.7%
of
global net sales for the six months ended June 29, 2024.
45
Dental
Dental net sales for the six months ended June 29, 2024 decreased 0.5%.
The components of our sales decline are
presented in the table above.
The decrease in local currency sales was attributable to a decrease
in internally generated local currency sales for
dental merchandise primarily attributable to the slower than anticipated pace
of recovery from the cyber incident,
the challenging economic environment in certain markets, and
lower sales of PPE products, partially offset by sales
from our entities acquired during the twelve months ended June 29, 2024.
Our sales growth in internally generated
local currency for dental equipment was relatively flat compared to the comparable
prior year period primarily due
to growth in traditional equipment, digital imaging and our parts and
service business in North America, partially
offset by sales declines in certain international markets, and some sales shifting into
the first quarter of 2024 due to
the delay of equipment installations during the fourth quarter of 2023
resulting from the impact of the cyber
incident.
We estimate that sales of PPE products were approximately $156 million and $181 million for the six months
ended June 29, 2024 and July 1, 2023, respectively, representing an estimated decrease of $25 million, or 13.6%
versus the prior year, with the $25 million net decrease year-over-year representing 0.6% of dental net
sales for the
six months ended June 29, 2024.
The decrease in sales of PPE products is primarily due to lower glove
prices and
reduced demand following the cyber incident.
The estimated decrease in internally generated local currency
sales,
excluding PPE products, was 1.9%.
Medical
Medical net sales for the six months ended June 29, 2024 increased 6.2%.
The components of our sales growth are
presented in the table above.
The increase in local currency sales was attributable to our expansion
in the Home
Solutions market including the acquisition of Shield Healthcare during
the year ended December 30, 2023.
The internally generated local currency decrease in medical sales is primarily
attributable to the slower than
anticipated pace of recovery from the cyber incident as well as the conversion
of certain pharmaceutical product
sales to lower priced generics, and lower sales of PPE products, partially
offset by strong sales of point-of-care
diagnostics including multi-assay flu/COVID combination test kits.
We estimate that sales of PPE products and COVID-19 test kits were approximately $165 million and $184 million
for the six months ended June 29, 2024 and July 1, 2023,
respectively, representing an estimated decrease of $19
million, or 10.3%
versus the prior year, with the $19 million net decrease year-over-year representing 0.9%
of
medical net sales for the six months ended June 29, 2024.
The decrease in sales of these products is primarily due
to lower market prices of PPE products (primarily lower glove pricing).
The estimated decrease in internally
generated local currency sales, excluding PPE products and COVID-19
test kits, was 1.6%.
Technology and value-added services
Technology and value-added services net sales for the six months ended June 29, 2024 increased 12.3%.
The
components of our sales growth are presented in the table above.
The internally generated local currency increase
in technology and value-added services sales is primarily attributable
to a continued increase in the number of
cloud-based users of our practice management software and an increase
in revenue cycle management solutions and
our analytical products.
46
Gross Profit
Gross profit and gross margin percentages by segment and in total were as follows:
June 29,
Gross
July 1,
Gross
Increase
2024
Margin %
2023
Margin %
$
%
$
1,742
29.6
%
$
1,683
29.1
%
$
59
3.5
%
Technology and value-added services
288
66.7
258
67.1
30
11.6
$
2,030
32.2
$
1,941
31.5
$
89
4.6
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 and value-added services
segment than in
our health care distribution segment.
These higher gross margins result from being both the developer and seller of
software products and services, as well as certain financial services.
The software industry typically realizes higher
gross margins to recover investments in product development.
Within our health care distribution segment, gross profit margins may vary between the periods as a result of
the
changes in the mix of products sold as well as changes in our customer
mix.
For example, sales of our corporate
brand and certain specialty products achieve gross profit margins that are higher than
average total gross profit
margins of all products.
With respect to customer mix, sales to our large-group customers are typically completed
at lower gross margins due to the higher volumes sold as opposed to the gross margin on sales to office-based
practitioners, who normally purchase lower volumes.
Health care distribution gross profit for the six months ended June 29,
2024 increased compared to the prior-year-
period due to gross profit from acquisitions and gross margin expansion as a result of
a favorable impact of sales
mix of higher-margin products.
Technology and value-added services gross profit increased as a result of a higher gross profit from internally
generated sales and gross profit from acquisitions.
The slight decrease in gross margin rates was primarily due to
increased amortization expense.
Operating Expenses
Operating expenses (consisting of selling, general and administrative
expenses; depreciation and amortization; and
restructuring costs) by segment and in total were as follows:
% of
% of
June 29,
Respective
July 1,
Respective
Increase
2024
Net Sales
2023
Net Sales
$
%
$
1,470
25.0
%
$
1,372
23.8
%
$
98
7.1
%
Technology and value-added services
251
58.0
193
50.3
58
29.6
$
1,721
27.3
$
1,565
25.4
$
156
9.9
The net increase in operating expenses is attributable to the following:
Operating Costs
Restructuring Costs
Acquisitions
Total
$
29
$
(19)
$
88
$
98
Technology and value-added services
50
(4)
12
58
$
79
$
(23)
$
100
$
156
The components of the net increase in operating expenses are presented
in the table above.
The increase in
operating costs during the six months ended June 29, 2024 includes
increases in payroll and payroll related costs,
travel, convention expenses and litigation settlement costs in both of our
reportable segments, as well as increased
acquisition intangible amortization in our healthcare distribution segment.
We
also recorded an increase of $38
million in accrued contingent consideration related to a 2023 acquisition in
our technology and value-added
47
services segment.
During the six months ended June 29, 2024, we also incurred $8 million
of expenses, within our
health care distribution segment, directly related to the cyber incident, mostly
consisting of professional fees.
During the six months ended June 29, 2024, we received insurance proceeds
of $10 million representing a partial
insurance recovery of losses related to the cyber incident.
Other Expense, Net
Other expense, net was as follows:
June 29,
July 1,
Variance
2024
2023
$
%
$
11
$
6
$
5
100.4
%
(62)
(33)
(29)
(90.6)
1
-
1
(400.9)
$
(50)
$
(27)
$
(23)
(84.9)
Interest income increased primarily due to increased interest rates.
Interest expense increased primarily due to
increased borrowings and increased interest rates.
Income Taxes
Our effective tax rate was 25.2% for the six months ended June 29, 2024 compared to 22.8%
for the prior year
period.
The difference between our effective and federal statutory tax rates primarily relates to state
and foreign
income taxes.
The Organization of Economic Co-Operation and Development (OECD) issued
technical and administrative
guidance on Pillar Two rules in December 2021, which provides for a global minimum tax rate on the earnings of
large multinational businesses on a country-by-country basis.
Effective January 1, 2024, the minimum global tax
rate is 15% for various jurisdictions pursuant to the Pillar Two rules.
As of June 29, 2024, the impact of the Pillar
Two rules to our financial statements was immaterial.
As we operate in jurisdictions which have adopted Pillar
Two, we are continuing to analyze the implications to effectively manage the impact for 2024 and beyond.
Future
tax reform resulting from these developments may result in changes to long-standing
tax principles, which may
adversely impact our effective tax rate going forward or result in higher cash tax liabilities.
48
Liquidity and Capital Resources
Our principal capital requirements have included funding of acquisitions, purchases
of additional noncontrolling
interests, repayments of debt principal, the funding of working capital needs,
purchases of fixed assets and
repurchases of common stock.
Working capital requirements generally result from increased sales, special
inventory forward buy-in opportunities and payment terms for receivables
and payables.
Historically, sales have
tended to be stronger during the second half of the year and special inventory
forward buy-in opportunities have
been most prevalent just before the end of the year, and have caused our working capital requirements
to be 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 and debt
for further information.
Our ability to generate sufficient cash flows from
operations is dependent on the continued demand of our customers
for our products and services, and access to
products and services from our suppliers.
Our business requires a substantial investment in working capital, which
is susceptible to fluctuations 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.
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.
Our acquisition strategy is focused on investments in companies that
add new customers and sales teams, increase
our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we
have already invested in businesses), and finally, those that enable us to access new products and technologies.
Net cash provided by operating activities was $493 million for the
six months ended June 29, 2024, compared to
net cash provided by operating activities of $301 million for the
prior year.
The net change of $192 million was
primarily attributable to changes in working capital accounts, primarily
accounts receivable and inventory; partially
offset by slightly lower cash net income.
During the six months ended June 29, 2024, the cyber incident had
several residual impacts to the operating cash flows from our working capital,
net of acquisitions, including an
increase in operating cash flows from accounts receivable due to improved
collection levels and decreased cash
flows from accounts payable and accrued expenses resulting from previously delayed
payments.
Net cash used in investing activities was $281 million for the
six months ended June 29, 2024, compared to net
cash used in investing activities of $340 million for the prior year.
The net change of $59 million was primarily
attributable to decreased payments for equity investments and business
acquisitions, and increased purchases of
fixed assets resulting from our continued investment in our facilities and operations.
Net cash used in financing activities was $265 million for the
six months ended June 29, 2024, compared to net
cash provided by financing activities of $59 million for the prior year.
The net change of $324 million was
primarily due to increased net borrowings from debt to finance our investments
and increased acquisitions of
noncontrolling interests in subsidiaries and increased repurchases of common
stock.
49
The following table summarizes selected measures of liquidity and capital
resources:
June 29,
December 30,
2024
2023
Cash and cash equivalents
$
138
$
171
1,392
1,805
Debt:
$
505
$
264
Current maturities of long-term debt
106
150
1,891
1,937
$
2,502
$
2,351
Leases:
Current operating lease liabilities
$
75
$
80
Non-current operating lease liabilities
261
310
Includes $330 million and $284 million of certain accounts receivable which serve as security for U.S. trade accounts receivable
securitization at June 29, 2024 and December 30, 2023, respectively.
Our cash and cash equivalents consist of bank balances and investments
in money market funds representing
overnight investments with a high degree of liquidity.
Accounts receivable days sales outstanding and inventory turns
Our accounts receivable days sales outstanding from operations
increased to 48.9 days as of June 29, 2024 from
43.3 days as of July 1, 2023, which was primarily attributable to the impact
of the cyber incident.
During the six
months ended June 29, 2024, we wrote off approximately $4 million of fully reserved
accounts receivable against
our trade receivable reserve.
Our inventory turns from operations increased to 5.0 as of June 29, 2024
from 4.4 as
of July 1, 2023.
Our working capital accounts may be impacted by current and
future economic conditions.
Leases
We
have operating and finance leases for corporate offices, office space, distribution and other facilities,
vehicles
and certain equipment.
Our leases have remaining terms of less than one month
to approximately 17 years, some of
which may include options to extend the leases for up to 15 years.
As of June 29, 2024, our right-of-use assets
related to operating leases were $304 million and our current and non-current
operating lease liabilities were $75
million and $261 million, respectively.
Stock Repurchases
On July 31, 2024 our Board of Directors authorized the repurchase of up
to an additional $500 million in shares of
our common stock.
From March 3, 2003 through June 29, 2024, we repurchased $4.9 billion,
or 92,809,239 shares, under our common
stock repurchase programs, with $90 million available as of June 29, 2024
for future common stock share
repurchases.
Subject to market conditions and other factors, we currently plan to
accelerate our share repurchase
activity in light of our favorable cash position.
Redeemable Noncontrolling Interests
Some minority stockholders 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.
Accounting Standards Codification Topic 480-10 is
applicable for noncontrolling interests where we are or may be required
to purchase all or a portion of the
outstanding interest in a consolidated subsidiary from the noncontrolling
interest holder under the terms of a put
option contained in contractual agreements.
As of June 29, 2024 and December 30, 2023, our balance
for
redeemable noncontrolling interests was $856 million and $864 million,
respectively.
Please see
50
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, 2023.
Accounting Standards Update
For a discussion of accounting standards updates that have been adopted
or will be adopted, see
of the Notes to the Condensed Consolidated
Financial Statements included under Item 1.
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, 2023.
51
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 June 29, 2024,
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 within the
time periods specified in the SEC’s rules
and forms, and the rules of the Nasdaq stock exchange.
Changes in Internal Control over Financial Reporting
On April 1, 2024, we acquired a 60% voting equity interest in TriMed Inc (“TriMed”),
a global developer of
solutions for the orthopedic treatment of lower and upper extremities, headquartered
in Santa Clarita, California.
The full integration of TriMed will extend beyond year-end and, therefore, we anticipate excluding TriMed from
our annual assessment of internal control over financial reporting as of
December 28, 2024, as permitted by related
SEC staff interpretive guidance for newly acquired businesses.
The combination of acquisitions (including TriMed), continued acquisition integrations and systems
implementation activity undertaken during the quarter and carried over
from prior quarters when considered in the
aggregate, represents a material change in our internal control over financial reporting.
During the quarter ended June 29, 2024,
post-acquisition integration related activities continued for our medical
and
dental subsidiaries acquired during prior quarters.
These acquisitions, the majority of which utilize separate
information and financial accounting systems, have been included
in our condensed consolidated financial
statements since their respective dates of acquisition.
We completed the systems implementation activities related to the integration of one of our U.S. dental subsidiaries
into our existing corporate ERP system and the upgrade of an ERP
system for one of our dental subsidiaries in the
Netherlands.
Also, we initiated systems implementation activities
related to warehouse operations improvements
for our France dental subsidiary.
Finally, we continued systems implementation activities for two of our dental
subsidiaries in the U.S. and Brazil, respectively.
All continued acquisition integrations and systems implementation activity
involve necessary and appropriate
change-management controls that are considered in our quarterly assessment of
the design and operating
effectiveness of our internal control over financial reporting.
The deficiencies in internal control over financial reporting identified
as of December 30, 2023 at the application
control level related to logical and user access management and segregation
of duties have continued to be the
subject of ongoing remediation including implementation of specific
action plans and the testing / validation of
control operating effectiveness, which continue to be expected to be completed prior
to year-end.
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.
52
PART
II.
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
For a discussion of Legal Proceedings, see
of the Notes to the Condensed Consolidated
Financial Statements included under Item 1.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors disclosed in
Part 1, Item 1A, of our Annual Report on
Form 10-K for the year ended December 30, 2023.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
Purchases of equity securities by the issuer
Our share repurchase program, announced on March 3, 2003, originally
allowed us to repurchase up to two million
shares pre-stock splits (eight million shares post-stock splits) of our common
stock, which represented
approximately 2.3% of the shares outstanding at the commencement
of the program.
Subsequent additional
increases totaling $4.9
billion, authorized by our Board of Directors, to the repurchase program
provide for a total
of $5.0 billion (including $400 million authorized on February 8, 2023) of shares
of our common stock to be
repurchased under this program.
As of June 29, 2024, we had repurchased approximately $4.9 billion
of common stock (92,809,239 shares) under
these initiatives, with $90 million available for future common stock
share repurchases.
On July 31, 2024 our Board of Directors authorized the repurchase of up
to an additional $500 million in shares of
our common stock.
The following table summarizes repurchases of our common stock
under our stock repurchase program during the
fiscal quarter ended June 29, 2024:
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)
3/31/2024 through 4/27/2024
409,607
$
72.12
409,607
2,193,132
4/28/2024 through 6/1/2024
579,491
71.82
579,491
1,669,176
6/2/2024 through 6/29/2024
426,608
67.60
426,608
1,402,885
1,415,706
1,415,706
(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.
This table excludes shares withheld from employees to satisfy minimum tax withholding
requirements for equity-based transactions.
ITEM 5.
OTHER INFORMATION
On August 6, 2024, we committed to a new restructuring plan (the “2024
Plan”) to integrate recent acquisitions,
right-size operations and further increase efficiencies.
We expect to record restructuring charges associated with
the 2024 Plan during the second half of 2024 and in 2025, however an
estimate of the amount of these charges has
not yet been determined.
Relating to charges under the 2022 Plan, see
53
101.INS
Inline XBRL Instance Document - the instance document does not appear
in the
Interactive Data File because its XBRL tags are embedded within the
Inline
XBRL document+
101.SCH
Inline XBRL Taxonomy Extension Schema Document+
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document+
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document+
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document+
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document+
104
The cover page of Henry Schein, Inc.’s Quarterly Report on Form 10-Q for the
quarter ended June 29, 2024, formatted in Inline XBRL (included within
Exhibit 101 attachments).+
+ Filed or furnished herewith.
54
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/ Ronald N. South
Ronald N. South
Senior Vice President and
Chief Financial Officer
(Authorized Signatory and Principal Financial
and Accounting Officer)
Dated: August 6, 2024
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