filings.toolsHenry Schein 10-Q 2025-03-29
Filed 2025-05-05. 8 sections, 144K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
quarterly
period ended
March 29, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the transition period from ____________ to ____________
Commission File Number:
0-27078
HENRY SCHEIN, INC.
(Exact name of registrant as specified in its charter)
Delaware
11-3136595
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
135 Duryea Road
Melville
,
New York
(Address of principal executive offices)
11747
(Zip Code)
(
)
843-5500
(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
Common Stock, par value $.01 per share
HSIC
The
Nasdaq
Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes
☒
No
☐
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).
Yes
☒
No
☐
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.
Large accelerated filer
☒
Accelerated filer
☐
Non-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
☐
No
☒
As of April 28, 2025,
there were
121,719,546
shares of the registrant’s common stock outstanding.
HENRY SCHEIN, INC.
INDEX
Page
Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of March 29, 2025 and December 28, 2024
Condensed Consolidated Statements of Income for the three months ended
March 29, 2025 and March 30, 2024
Condensed Consolidated Statements of Comprehensive Income for the
three months ended March 29, 2025 and March 30, 2024
Condensed Consolidated Statements of Changes in Stockholders' Equity
for the three months ended March 29, 2025 and March 30, 2024
Condensed Consolidated Statements of Cash Flows for the
three months ended March 29, 2025 and March 30, 2024
Notes to Condensed Consolidated Financial Statements
Note 1 – Basis of Presentation
Note 2 – Significant Accounting Policies and Recently Issued Accounting Standards
Note 4 – Net Sales from Contracts with Customers
Note 6 – Business Acquisitions
Note 7 – Fair Value Measurements
Note 10 – Plans of Restructuring
Note 12 – Stock-Based Compensation
Note 13 – Redeemable Noncontrolling Interests
Note 14 – Comprehensive Income
Note 16 – Supplemental Cash Flow Information
Note 17 – Related Party Transactions
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Unregistered Sales of Equity Securities and Use of Proceeds
See accompanying notes.
PART
I. FINANCIAL INFORMATION
Item 1. CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions,
except share data)
March 29,
December 28,
2025
2024
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
$
Accounts receivable, net of allowance for credit losses of $
and $
(1)
1,578
1,482
Inventories, net
1,842
1,810
Prepaid expenses and other
Total current assets
4,037
3,983
Property and equipment, net
Operating lease right-of-use assets
Goodwill
3,956
3,887
Other intangibles, net
1,028
1,023
Investments and other
Total assets
$
10,480
$
10,218
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
$
Bank credit lines
Current maturities of long-term debt
Operating lease liabilities
Accrued expenses:
Payroll and related
Taxes
Other
Total current liabilities
2,917
2,803
Long-term debt (1)
1,968
1,830
Deferred income taxes
Operating lease liabilities
Other liabilities
Total liabilities
5,761
5,381
Redeemable noncontrolling interests
Commitments and contingencies
(nil)
(nil)
Stockholders' equity:
Preferred stock, $
0.01
par value,
1,000,000
shares authorized,
none
outstanding
-
-
Common stock, $
0.01
par value,
480,000,000
shares authorized,
122,243,683
outstanding on March 29, 2025 and
124,155,884
outstanding on December 28, 2024
Additional paid-in capital
-
-
Retained earnings
3,626
3,771
Accumulated other comprehensive loss
(317)
(379)
Total Henry Schein, Inc. stockholders' equity
3,310
3,393
Noncontrolling interests
Total stockholders' equity
3,954
4,031
Total liabilities, redeemable noncontrolling
interests and stockholders' equity
$
10,480
$
10,218
(1)
Amounts presented include balances held by our consolidated variable interest entity (“VIE”).
At March 29, 2025 and December
28, 2024, includes trade accounts receivable of $
million and $
million, respectively, and long-term debt of $
million and
$
million, respectively.
See
Note 1 – Basis of Presentation
for further information.
See accompanying notes.
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(in millions,
except share and per share data)
(unaudited)
Three Months Ended
March 29,
March 30,
2025
2024
Net sales
$
3,168
$
3,172
Cost of sales
2,168
2,160
Gross profit
1,000
1,012
Operating expenses:
Selling, general and administrative
Depreciation and amortization
Restructuring costs
Operating income
Other income (expense):
Interest income
Interest expense
(35)
(30)
Other, net
(1)
Income before taxes, equity in earnings of affiliates and noncontrolling interests
Income taxes
(35)
(32)
Equity in earnings of affiliates, net of tax
Net income
Less: Net income attributable to noncontrolling interests
(3)
(5)
Net income attributable to Henry Schein, Inc.
$
$
Earnings per share attributable to Henry Schein, Inc.:
Basic
$
0.89
$
0.72
Diluted
$
0.88
$
0.72
Weighted-average common
shares outstanding:
Basic
123,776,073
128,720,661
Diluted
124,848,221
129,769,580
See accompanying notes.
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
Three Months Ended
March 29,
March 30,
2025
2024
Net income
$
$
Other comprehensive income, net of tax:
Foreign currency translation gain (loss)
(54)
Unrealized gain (loss) from hedging activities
(5)
Other comprehensive income (loss), net of tax
(43)
Comprehensive income
Comprehensive income attributable to noncontrolling interests:
Net income
(3)
(5)
Foreign currency translation loss (gain)
(9)
Comprehensive loss (income) attributable to noncontrolling interests
(12)
Comprehensive income attributable to Henry Schein, Inc.
$
$
See accompanying notes.
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
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)
Interests
Equity
Balance, December 28, 2024
124,155,884
$
$
-
$
3,771
$
(379)
$
$
4,031
Net income (excluding loss $
attributable to Redeemable
noncontrolling interests)
-
-
-
-
Foreign currency translation gain (excluding gain of $
attributable to Redeemable noncontrolling interests)
-
-
-
-
Unrealized loss from hedging activities,
net of tax benefit of $
-
-
-
-
(5)
-
(5)
Pension adjustment gain, net of tax of $
-
-
-
-
-
-
-
Change in fair value of redeemable securities
-
-
(28)
-
-
-
(28)
Noncontrolling interests and adjustments related to
business acquisitions and contingent consideration
-
-
(60)
-
-
-
(60)
Repurchase and retirement of common stock
(2,255,485)
-
(21)
(141)
-
-
(162)
Stock issued upon exercise of stock options
10,351
-
-
-
-
Stock-based compensation expense
520,385
-
-
-
-
Shares withheld for payroll taxes
(187,493)
-
(11)
-
-
-
(11)
Settlement of stock-based compensation awards
-
-
-
-
-
-
Transfer of charges in excess of
capital
-
-
(114)
-
-
-
Balance, March 29, 2025
122,243,683
$
$
-
$
3,626
$
(317)
$
$
3,954
Accumulated
Common Stock
Additional
Other
Total
$0.01 Par Value
Paid-in
Retained
Comprehensive
Noncontrolling
Stockholders'
Shares
Amount
Capital
Earnings
Income / (Loss)
Interests
Equity
Balance, December 30, 2023
129,247,765
$
$
-
$
3,860
$
(206)
$
$
4,289
Net income (excluding $
attributable to Redeemable
noncontrolling interests)
-
-
-
-
Foreign currency translation loss (excluding loss of $
attributable to Redeemable noncontrolling interests)
-
-
-
-
(44)
-
(44)
Unrealized gain from hedging activities,
net of tax of $
-
-
-
-
-
Change in fair value of redeemable securities
-
-
(42)
-
-
-
(42)
Noncontrolling interests and adjustments related to
business acquisitions
-
-
-
-
-
Repurchase and retirement of common stock
(998,728)
-
(10)
(65)
-
-
(75)
Stock issued upon exercise of stock options
20,939
-
-
-
-
Stock-based compensation expense
314,759
-
-
-
-
Shares withheld for payroll taxes
(103,865)
-
(8)
-
-
-
(8)
Settlement of stock-based compensation awards
-
-
-
-
-
-
Transfer of charges in excess of
capital
-
-
(50)
-
-
-
Balance, March 30, 2024
128,480,909
$
$
-
$
3,838
$
(239)
$
$
4,237
See accompanying notes.
HENRY SCHEIN, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(in millions)
(unaudited)
Three Months Ended
March 29,
March 30,
2025
2024
Cash flows from operating activities:
Net income
$
$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment charge on intangible assets
-
Non-cash restructuring charges
Stock-based compensation expense
Provision for losses on trade and other accounts receivable
Provision for (benefit from) deferred income taxes
(7)
Equity in earnings of affiliates
(3)
(3)
Distributions from equity affiliates
Changes in unrecognized tax benefits
Other
(27)
(6)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
(74)
Inventories
(14)
Other current assets
Accounts payable and accrued expenses
(112)
(290)
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
(31)
(41)
Payments related to equity investments and business acquisitions,
net of cash acquired
(51)
(20)
Proceeds from loan to affiliate
-
Capitalized software costs
(12)
(9)
Other
(5)
(3)
Net cash used in investing activities
(99)
(72)
Cash flows from financing ac
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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
10-K.
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 and
where we manufacture products, our dependence on third parties
for raw materials or purchased components; risks
relating to the achievement of our strategic growth objectives; risks
related to the Strategic Partnership Agreement
with KKR Hawaii Aggregator L.P. entered into in January 2025; our ability to develop or acquire and maintain and
protect new products (particularly technology products) and services
and utilize new 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; risks related to activist
investors; 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,
and increases in fuel and
energy costs; changes in laws and policies governing manufacturing, development and investment
in territories and
countries where we do business; general global and domestic macro-economic
and political conditions, including
inflation, deflation, recession, unemployment (and corresponding
increase in under-insured populations), consumer
confidence, sovereign debt levels, ongoing wars, fluctuations in energy pricing and
the value of the U.S. dollar as
compared to foreign currencies, changes to other economic indicators
and international trade agreements; the threat
or outbreak of war, terrorism or public unrest (including, without limitation, the war in Ukraine,
the Israel-Gaza war
and other unrest and threats in the Middle East and the possibility of a wider
European or global conflict); changes
to laws and policies governing foreign trade, tariffs and sanctions, including
the current imposition of additional
new tariffs by the U.S. on numerous countries, retaliatory tariffs and potential for additional retaliatory
tariffs;
greater restrictions on imports and exports; supply chain disruption; geopolitical
wars; failure to comply with
existing and future regulatory requirements, including relating to health
care; 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,
changes in tax rates and availability of certain tax deductions; 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, increases in labor costs or
health care costs, 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.
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.
Segment Reporting
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of
national brand and corporate brand merchandise, as well as equipment and related
technical services.
This segment
also includes value-added services such as financial services, continuing
education services, consulting and other
services.
This segment also markets and sells under our own corporate brand,
a portfolio of cost-effective, high-
quality consumable merchandise.
Global Specialty Products includes manufacturing, marketing
and sales of dental
implant and biomaterial products; and endodontic, orthodontic and orthopedic
products and other health care-
related products and services.
Global Technology includes development and distribution of practice management
software, e-services, and other products, which are distributed to health
care providers.
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 months ended March 30, 2024, we had a sales decrease
in our dental and medical distribution
businesses, which we believe was primarily a result of lower sales to episodic
customers following the cyber
incident.
During the three months ended March 29, 2025, we did not incur any
expenses directly related to the cyber
incident.
During the three months ended March 30, 2024, we incurred
$5 million 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 $60 million insurance policy,
following a $5 million retention.
During the three months ended March 30, 2024, we did not
receive any insurance
proceeds.
During the three months ended March 29, 2025 we received
insurance proceeds of $20 million under this
policy, representing the remaining 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.
Tariffs and Related Economic Conditions
The U.S. has adopted new and increased tariffs on imports from countries, subject
to evolving exemptions, with
additional tariff increases proposed but currently on pause.
Some countries have imposed retaliatory tariffs and
other restrictions on imports from the U.S.
These developments, and anticipated future developments, have
created
a volatile environment for global trade.
The tariffs did not have a material impact on our results of operations in the first quarter
of this fiscal year.
It is
unclear whether, or the extent to which, the proposed tariffs on numerous countries that are incrementally higher
than those in place today will take effect, the exceptions that may apply, and their timing.
Executive-Level Overview
Henry Schein, Inc. is a solutions company for health care professionals powered
by a network of people and
technology.
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, home health providers, and
other alternate care clinics.
We
believe
that we have a strong brand identity due to our more than 93 years of experience
distributing health care products.
We
are headquartered in Melville, New York, employ more than 25,000 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 growth 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.
As a distributor, we market and sell branded products as well as our own corporate brand portfolio of
cost-effective,
high-quality consumable merchandise products.
We
also manufacture, source and sell a range of company-owned
manufactured products, primarily implants, biomaterial products, endodontics,
handpiece and small equipment,
hand instrument and repair, restoratives, orthodontics, wound care, orthopedics and dental lab products.
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.
During the fourth quarter of our fiscal year ended December 28, 2024, we
revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses performance
and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of
national brand and corporate brand merchandise, as well as equipment and related
technical services.
This segment
also includes value-added services such as financial services, continuing education
services, consulting and other
services.
This segment also markets and sells under our own corporate brand,
a portfolio of cost-effective, high-
quality consumable merchandise.
Global Specialty Products includes manufacturing, marketing
and sales of dental
implant and biomaterial products; and endodontic, orthodontic and orthopedic
products and other health care-
related products and services.
Global Technology includes development and distribution of practice management
software, e-services, and other products, which are distributed to health
care providers.
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, 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.
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 DSOs, GPOs, 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
are focused 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.
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 2025 and 2035, the 45 and older
population is expected to grow by approximately 10%.
Between 2025 and 2045, this age group is expected to grow
by approximately 17%.
This compares with expected total U.S. population growth
rates of approximately 4%
between 2025 and 2035 and approximately 6% between 2025 and 2045.
According to the U.S. Census Bureau’s International Database, in 2025 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 increase to approximately
17 million.
The population aged
65 to 84 years is projected to increase by approximately 15% 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
or CMS published “National Health Expenditure Data” indicating that
total national health care spending reached
approximately $4.9 trillion in 2023, or 17.6% 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.
We
believe similar demographic changes are also occurring in other
markets we serve outside the U.S.
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 supplies
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 orthopaedic, in vitro
diagnostic devices, software regulated as a medical device, and sales of
medical equipment and supplies directly to
patients, that are paid for by third parties and/or patients 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 health care 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.
Laws and
regulations are subject to change and their evolving implementation may impact
our operations and our financial
performance.
Certain of our businesses also maintain contracts with governmental agencies
and are subject to certain regulatory
requirements specific to government contractors.
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 28, 2024, filed with the SEC on February
25, 2025.
Results of Operations
The following tables summarize the significant components of our operating
results and cash flows for the three
months ended March 29, 2025 and March 30, 2024 (in millions):
Three Months Ended
March 29,
March 30,
2025
2024
Operating results:
Net sales
$
3,168
$
3,172
Cost of sales
2,168
2,160
Gross profit
1,000
1,012
Operating expenses:
Selling, general and administrative
Depreciation and amortization
Restructuring costs
Operating income
$
$
Other expense, net
$
(30)
$
(23)
Income taxes
(35)
(32)
Net income
Net income attributable to Henry Schein, Inc.
Three Months Ended
March 29,
March 30,
2025
2024
Cash flows:
Net cash provided by operating activities
$
$
Net cash used in investing activities
(99)
(72)
Net cash provided by (used in) financing activities
(151)
Plans of Restructuring
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.
During the three months ended March 29, 2025, we recorded
restructuring charges associated with the 2024 Plan of $25 million, which primarily
related to severance and
employee-related costs.
We expect to record restructuring charges associated with the 2024 Plan through the end of
2025; however, an estimate of the amount of these charges has not yet been determined.
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.
During the three months ended March 30, 2024, in connection
with our 2022
Plan, we recorded restructuring costs of $10 million, which primarily
related to severance and employee-related
costs, accelerated amortization of right-of-use assets and
fixed assets, and other exit costs.
Three Months Ended March 29, 2025 Compared to Three Months Ended March 30, 2024
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.
During the fourth quarter of our fiscal year ended December 28, 2024,
we revised our reportable segments to align
with how the Chairman and Chief Executive Officer manages the business, assesses
performance and allocates
resources.
Our revised reportable segments now consist of: (i) Global Distribution
and Value
-Added Services; (ii)
Global Specialty Products; and (iii) Global Technology.
All prior comparative segment information has been recast
to reflect our new segment structure.
Net Sales
Net sales by reportable segment and by major product or service type were
as follows:
March 29,
% of
March 30,
% of
Increase / (Decrease)
2025
Total
2024
Total
$
%
Global Distribution and Value
-Added Services
Global Dental merchandise
(1)
$
1,185
37.4
%
$
1,210
38.1
%
$
(25)
(2.1)
%
Global Dental equipment
(2)
12.1
12.7
(18)
(4.5)
Global Value
-added services
(3)
1.7
1.8
(4)
(8.1)
Global Dental
1,621
51.2
1,668
52.6
(47)
(2.9)
Global Medical
(4)
1,055
33.3
1,025
32.3
2.9
Total Global Distribution and Value
-Added Services
2,676
84.5
2,693
84.9
(17)
(0.7)
Global Specialty Products
(5)
11.6
11.3
2.0
Global Technology
(6)
5.1
5.0
2.9
Eliminations
(37)
(1.2)
(38)
(1.2)
n/a
Total
$
3,168
100.0
$
3,172
100.0
$
(4)
(0.1)
(1)
Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, dental
implants, gypsum, acrylics, articulators, abrasives, PPE products,
and our own corporate brand of consumable merchandise.
(2)
Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair and
high-tech and digital restoration equipment.
(3)
Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.
(4)
Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray
products, equipment, PPE products and vitamins.
(5)
Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and
orthopedic products and other health care-related products and services.
(6)
Consists of practice management software, e-services, and other products, which are distributed to health care providers.
The components of our sales growth/(decline) were as follows:
Constant Currency
Growth/(Decline)
Total Constant
Currency
Growth/(Decline)
Foreign
Exchange
Impact
Total Sales
Growth/
(Decline)
Local Internal
Growth/(Decline)
Acquisition
Growth
Global Distribution and Value
-Added Services
Global Dental Merchandise
-
%
0.4
%
0.4
%
(2.5)
%
(2.1)
%
Global Dental Equipment
(3.2)
0.8
(2.4)
(2.1)
(4.5)
Global Value
-added services
(14.4)
7.2
(7.2)
(0.9)
(8.1)
Global Dental
(1.3)
0.8
(0.5)
(2.4)
(2.9)
Global Medical
1.8
1.2
3.0
(0.1)
2.9
Total Global Distribution and Value
-Added Services
(0.1)
0.9
0.8
(1.5)
(0.7)
Global Specialty Products
0.3
4.0
4.3
(2.3)
2.0
Global Technology
3.4
-
3.4
(0.5)
2.9
Total
0.2
1.2
1.4
(1.5)
(0.1)
Global Sales
Global net sales for the three months ended March 29, 2025 decreased 0.1%.
Foreign exchange resulted in a 1.5%
decrease in sales growth,
partially offset by 1.2% acquisition sales growth.
The components of our sales decrease
are presented in the table above.
The 0.2% increase in our internally generated local currency sales was
primarily attributable to lower sales of PPE
products and COVID-19 test kits, and the impact of the deferral of sales of
U.S. dental equipment from the fourth
quarter of 2023 into the first quarter of 2024 as a result of the cyber incident,
partially offset by dental merchandise
and equipment sales growth in certain of our international markets,
and medical sales growth attributable to
increased patient traffic and growth of our Home Solutions business.
For the three months ended March 29, 2025,
the estimated increase in internally generated local currency sales, excluding
PPE products and COVID-19 test kits,
was 0.7%.
Global Distribution and Value-Added Services Sales
Global Distribution and Value-Added Services net sales for the three months ended March 29, 2025 decreased
0.7%.
The components of our sales decrease are presented in
the table above.
The 1.3% decrease in internally generated local currency dental sales was primarily
due to lower sales of PPE
products and the impact of the deferral of sales of U.S. dental equipment
from the fourth quarter of 2023 into the
first quarter of 2024 as a result of the cyber incident.
The decrease was partially offset by dental merchandise and
equipment sales growth in certain of our international markets.
The 1.8% increase in internally generated local currency medical sales was
attributable to increased patient traffic
and growth of our Home Solutions business,
partially offset by lower sales of PPE products and COVID-19 test
kits.
The decrease in internally generated local currency value-added services
sales was attributable primarily to lower
sales in our practice transitions business,
which can fluctuate from quarter to quarter.
We estimate that sales of PPE products and COVID-19 test kits were approximately $163
million for the three
months ended March 29, 2025,
as compared to $180 million for the three months ended March
30, 2024,
representing an estimated decrease of $17 million.
The estimated $17 million net decrease in sales of PPE products
and COVID-19 test kits represents 0.6% of Global Distribution and Value-Added Services
net sales for the three
months ended March 29, 2025, and was primarily due to lower glove
prices.
The estimated increase in the
segment’s internally generated local currency sales, excluding PPE products and COVID-19 test kits, was
0.5%.
Global Specialty Products
Global Specialty Products net sales for the three months ended March
29, 2025 increased 2.0%.
The components
of our sales increase are presented in the table above.
The 0.3% increase in internally generated local currency sales was attributable
to growth in our implant and
biomaterial businesses in certain of our international markets, partially
offset by a decline in endodontic and
orthodontic sales globally and implant sales in the United States.
The increase in constant currency Global
Specialty Products sales was also attributable to the acquisition of TriMed Inc. during the year ended
December 28,
Global Technology
Global Technology net sales for the three months ended March 29, 2025 increased 2.9%.
The components of sales
growth are presented in the table above.
The internally generated local currency increase of 3.4% in Global Technology sales was 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, partially offset by lower revenues of certain legacy products.
Gross Profit
Gross profit and gross margin percentages by segment and in total were as follows:
March 29,
Gross
March 30,
Gross
Increase / (Decrease)
2025
Margin %
2024
Margin %
$
%
Global Distribution and Value
-Added Services
$
25.4
%
$
26.2
%
$
(26)
(3.7)
%
Global Specialty Products
56.0
55.1
3.7
Global Technology
67.9
67.2
4.0
Corporate
n/a
-
n/a
n/a
Total
$
1,000
31.6
$
1,012
31.9
$
(12)
(1.2)
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.
Gross margin
percentages vary between our segments.
We realize substantially higher gross margin from sales of products that
we develop and manufacture within our Global Specialty Products segment
compared to gross margin from sales of
products that we distribute within our Global Distribution and Value-Added Services segment.
Within our Global
Technology segment, higher gross margins result from us being both the developer and seller of software products
and services.
Within our Global Distribution and Value
-Added Services 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.
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.
The decrease in Global Distribution and Value-Added Services gross profit for the three months ended March 29,
2025 compared to the prior-year-period is due to lower sales of dental equipment in the U.S.,
lower sales in our
practice transitions business and lower gross margins of our dental merchandise
products.
The increase in Global Specialty Products gross profit reflects increased
internally generated sales volume and
gross profit from acquisitions.
The increase in gross margin rates was due to product mix.
The increase in Global Technology gross profit is the result of higher internally generated sales, and improved
gross margin rates.
Operating Expenses
Operating expenses (consisting of selling, general and administrative
expenses; depreciation and amortization; and
restructuring costs) by segment were as follows:
% of
% of
March 29,
Respective
March 30,
Respective
Increase / (Decrease)
2025
Net Sales
2024
Net Sales
$
%
Global Distribution and Value
-Added Services
$
19.2
%
$
19.9
%
$
(22)
(4.1)
%
Global Specialty Products
40.7
43.2
(6)
(3.9)
Global Technology
42.1
45.8
(4)
(5.4)
Corporate
n/a
n/a
n/a
24.3
24.8
(16)
(2.1)
Adjustments
(1)
n/a
n/a
(21)
n/a
Total operating expenses
$
26.0
$
27.2
$
(37)
(4.4)
(1)
Adjustments represent items excluded from segment operating income
to enable comparison of financial
results between periods.
These items may vary independently of business performance.
Please see
.
These adjustments (current quarter vs. prior quarter) consist of
(i) acquisition intangible
amortization ($43 million vs. $46 million), (ii) restructuring costs ($25 million
vs. $10 million), (iii)
changes in contingent consideration ($(2) million vs. $15 million),
(iv) cyber incident third-party advisory
expenses, net of insurance proceeds ($(20) million net proceeds vs. $5
million net expenses), (v)
impairment of intangible assets ($1 million vs. $0 million), and (vi)
costs associated with shareholder
advisory matters ($8 million vs. $0 million).
The net decrease in operating expenses is attributable to the following:
Operating Costs
(excluding
acquisitions)
Acquisitions
Adjustments
Total
Global Distribution and Value
-Added Services
$
(28)
$
$
-
$
(22)
Global Specialty Products
(4)
(2)
-
(6)
Global Technology
(4)
-
-
(4)
Corporate
-
-
(20)
-
(16)
Adjustments
-
-
(21)
(21)
Total operating expenses
$
(20)
$
$
(21)
$
(37)
The components of the net decrease in total operating expenses are presented
in the table above.
The decrease in
operating costs (excluding acquisitions) during the three months ended
March 29, 2025 included cost savings from
our restructuring activities, certain changes in estimates and other operating
cost efficiencies, partially offset by an
increase in Corporate costs related to investments in technology, higher corporate administrative fees, as well as a
return to historical levels of compensation.
Other Expense, Net
Other expense, net was as follows:
March 29,
March 30,
Variance
2025
2024
$
%
Interest income
$
$
$
13.6
%
Interest expense
(35)
(30)
(5)
(15.5)
Other, net
(1)
(3)
(146.1)
Other expense, net
$
(30)
$
(23)
$
(7)
(31.2)
Interest income increased primarily due to increased late fee income.
Interest expense increased primarily due to
increased borrowings, partially offset by lower interest rates.
Income Taxes
Our effective tax rate was 24.9% for the three months ended March 29, 2025, compared
to 25.6%
for the prior year
period.
The difference between our effective and federal statutory tax rates primarily relates to state
and foreign
income taxes and interest expense.
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.
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.
As of March 29, 2025, the impact of the Pillar Two rules
to our financial statements was immaterial.
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
placements.
Please see
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 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 $37 million for the
three months ended March 29, 2025, compared to
net cash provided by operating activities of $197 million for the
prior year.
The net change of $160 million was
primarily attributable to changes in working capital accounts (primarily
accounts receivable, inventory, and
accounts payable and accrued expenses).
Our operating cash flows during the three months ended March
30, 2024
were affected by the residual impacts of the 2023 cyber incident and included a higher-than-normal
level of cash
collections.
Our cash collections normalized during the three months ended
March 29, 2025.
Net cash used in investing activities was $99 million for the three months
ended March 29, 2025, compared to net
cash used in investing activities of $72 million for the prior year.
The net change of $27 million was primarily
attributable to increased payments for equity investments and business
acquisitions.
Net cash provided by financing activities was $89 million for the
three months ended March 29, 2025, compared to
net cash used in financing activities of $151 million for the prior year.
The net change of $240 million was
primarily due to increased net borrowings from debt to finance our investments,
partially offset by increased
repurchases of common stock.
The following table summarizes selected measures of liquidity and capital
resources:
March 29,
December 28,
2025
2024
Cash and cash equivalents
$
$
Working
capital
(1)
1,120
1,180
Debt:
Bank credit lines
$
$
Current maturities of long-term debt
Long-term debt
1,968
1,830
Total debt
$
2,891
$
2,536
Leases:
Current operating lease liabilities
$
$
Non-current operating lease liabilities
(1)
Includes $471 million and $241 million of certain accounts receivable which serve as security for U.S. trade accounts receivable
securitization at March 29, 2025 and December 28, 2024, 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 decreased
to 44.1 days as of March 29, 2025 from
50.4 days as of March 30, 2024, which was primarily attributable to
impact that the cyber incident had on the cash
collections during the three months ended March 30, 2024.
During the three months ended March 29, 2025, we
wrote off approximately $2 million of fully reserved accounts receivable against our trade
receivable reserve.
Our
inventory turns from operations decreased to 4.8 as of March 29, 2025
from 4.9 as of March 30, 2024.
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 year to approximately
16 years, some of
which may include options to extend the leases for up to 15 years.
As of March 29, 2025, our right-of-use assets
related to operating leases were $294 million and our current and non-current
operating lease liabilities were $77
million and $256 million, respectively.
Stock Repurchases
On January 27, 2025, 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 March 29, 2025, we repurchased $5.3 billion,
or 98,069,939 shares, under our
common stock repurchase programs, with $718 million available
as of March 29, 2025 for future common stock
share repurchases.
Subject to market conditions and other factors, we plan to continue
to accelerate our share
repurchase activity.
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 March 29, 2025 and December 28, 2024, our balance
for
redeemable noncontrolling interests was $765 million and $806 million,
respectively.
Please see
Redeemable Noncontrolling Interests
for further information.
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 28, 2024.
Accounting Standards Update
For a discussion of accounting standards updates that have been adopted
or will be adopted, see
Accounting Policies and Recently Issued Accounting Standards
of the Notes to the Condensed Consolidated
Financial Statements included under Item 1.
Item 3. QUANTITATIVE
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 28, 2024.
Item 4. CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this quarterly report
as such term is defined in Rules 13a-15(e)
and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Based
on this evaluation, our management, including our principal executive
officer and principal financial officer,
concluded that our disclosure controls and procedures were effective as of March
29, 2025, 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
The combination of acquisitions and continued acquisition integrations undertaken
during the quarter ended March
29, 2025, and carried over from prior quarters when considered in the aggregate,
does not represent a material
change in our internal control over financial reporting.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance
that the objectives of the internal control system are met.
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that
all control issues, if any, within a company
have been detected.
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 28, 2024.
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 $5.9 billion, authorized by our Board, to the repurchase
program provide for a total of $6.0 billion
(including $500 million authorized on January 27, 2025) of shares
of our common stock to be repurchased under
this program.
Subject to market conditions and other factors, we plan to
continue to accelerate our share repurchase
activity.
As of March 29, 2025, we had repurchased approximately $5.3 billion of
common stock (98,069,939 shares) under
these initiatives, with $718 million available for future common stock
share repurchases.
The following table summarizes repurchases of our common stock
under our stock repurchase program during the
fiscal quarter ended March 29, 2025:
Total Number
Maximum Number
Total
of Shares
of Shares
Number
Average
Purchased as Part
that May Yet
of Shares
Price Paid
of Our Publicly
Be Purchased Under
Fiscal Month
Purchased (1)
Per Share
Announced Program
Our Program (2)
12/29/2024 through 2/1/2025
-
$
-
-
10,999,064
2/2/2025 through 3/1/2025
450,000
72.99
450,000
11,737,257
3/2/2025 through 3/29/2025
1,805,485
71.23
1,805,485
10,470,368
2,255,485
2,255,485
(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
OTHER INFORMATION
On May 3, 2025, the Compensation Committee approved the amendment
and restatement of the Henry Schein, Inc.
Incentive Plan (the “HSIP”), effective as of January 1, 2025.
The HSIP is our annual incentive-based cash bonus
plan, which was amended and restated to incorporate the following key changes:
Administration of the HSIP
.
The HSIP was amended to clarify that administration of the HSIP
for
participants who are not executive officers will be overseen by the Chief Executive
Officer, Chief Financial
Officer or other appropriate member of the Executive Management Committee of
the Company (or in each
case, their designated delegates).
Administration of the HSIP for executive officers continues to be
overseen by the Compensation Committee.
The amendment and restatement also clarifies that the
administration of the HSIP for our affiliates will be overseen by such affiliate’s governance body, such as
its board of directors or compensation committee.
Participation in Multiple Bonus plans
.
The HSIP was amended to clarify that our employees may not
participate in more than one annual incentive-based cash bonus plan at
the same time, unless approved by
an authorized officer or, with respect to executive officers, by the Compensation Committee.
Conduct of Participants
.
The HSIP was amended to explicitly state that, in achieving goals under
the
HSIP,
participants are expected to conduct business ethically, with a high level of integrity and in
compliance with laws, regulations and our policies (including internal
controls over financial reporting).
In addition, we adopted certain other minor clarifying amendments to
the HSIP.
The foregoing summary of the amendment and restatement of the HSIP
does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the HSIP, which is attached as Exhibit 10.4 and
incorporated herein by reference.
Item 6. EXHIBITS
EXHIBITS
Letter Agreement on Voting Commitment by and between us and KKR Hawaii
Aggregator L.P. (Incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed on April 9, 2025.)
Henry Schein, Inc. Executive Severance Plan (Incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on April 15, 2025.)**
Amended and Restated Henry Schein, Inc. Executive Change in Control Plan
(Ronald N. South) (Incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on April 15, 2025.)**
Henry Schein, Inc. Incentive Plan and Plan Summary, effective as of January 1,
Letter Agreement to Remove Voting Commitment by and between us and KKR
Hawaii Aggregator L.P. (Incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on May 2, 2025).
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+
Letter Agreement on Share Repurchases by and between us and KKR Hawaii
Form of 2025 Restricted Stock Unit Agreement for time-based restricted stock
unit awards pursuant to the Henry Schein, Inc. 2024 Stock Incentive Plan (as
amended and restated on May 21, 2024).**+
Form of 2025 Restricted Stock Unit Agreement for performance-based
restricted stock unit awards pursuant to the Henry Schein, Inc. 2024 Stock
Incentive Plan (as amended and restated on May 21, 2024).**+
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+
The cover page of Henry Schein, Inc.’s Quarterly Report on Form 10-Q for the
quarter ended March 29, 2025, formatted in Inline XBRL (included within
Exhibit 101 attachments).+
+ Filed or furnished herewith.
** Indicates management contract or compensatory plan or agreement.
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: May 5, 2025