Exhibit 99.1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF SIRONA
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | F-2 |
| | |
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2006 (UNAUDITED) AND SEPTEMBER 30, 2005 | | F-3 |
| | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND THE SIX MONTH PERIODS ENDED MARCH 31, 2006 (SUCCESSOR) AND 2005 (PREDECCESSOR 2) (UNAUDITED) | | F-4 |
| | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2006 (SUCCESSOR) AND 2005 (PREDECCESSOR 2) (UNAUDITED) | | F-5 |
| | |
CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) | | F-6 |
F-1
SIRONA HOLDING GMBH & SUBSIDIARIES
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS OF MARCH 31, 2006
AND FOR THE
THREE AND SIX-MONTH PERIODS ENDED MARCH 31, 2006 (SUCCESSOR)
AND 2005 (PREDECESSOR 2)
F-2
SIRONA HOLDING GMBH & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
$ ‘000s | | March 31, 2006 | | September 30, 2005 | |
| | (unaudited) | | | |
| | | |
ASSETS | | | | | |
Current assets | | | | | |
Cash and cash equivalents | | $ | 68,251 | | $ | 65,941 | |
Restricted cash | | 628 | | 674 | |
Restricted short term investments | | — | | 745 | |
Accounts receivable, net of allowance for doubtful accounts of $591 and $402, respectively | | 65,221 | | 47,631 | |
Inventories, net | | 51,176 | | 47,340 | |
Deferred tax assets | | 5,487 | | 3,242 | |
Prepaid expenses and other current assets | | 13,070 | | 33,856 | |
Total current assets | | $ | 203,833 | | $ | 199,429 | |
Property, plant and equipment | | 48,405 | | 49,180 | |
Goodwill | | 470,175 | | 468,769 | |
Intangible assets | | 467,943 | | 489,442 | |
Other non-current assets | | 20,901 | | 21,981 | |
Deferred tax assets | | 1,984 | | 9,874 | |
Total assets | | $ | 1,213,241 | | $ | 1,238,675 | |
| | | | | |
LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS’ EQUITY | | | | | |
Current liabilities | | | | | |
Trade accounts payable | | $ | 20,826 | | $ | 22,173 | |
Current portion of long-term debt | | 17,836 | | 10,103 | |
Income taxes payable | | 11,081 | | 1,531 | |
Deferred tax liabilities | | 4,053 | | 3,219 | |
Accrued liabilities and deferred income | | 52,135 | | 63,757 | |
Total current liabilities | | $ | 105,931 | | $ | 100,783 | |
| | | | | |
Long-term debt | | 537,976 | | 576,622 | |
Deferred tax liabilities | | 186,446 | | 196,392 | |
Other non-current liabilities | | 10,895 | | 9,585 | |
Indebtedness to related parties | | 192,215 | | 184,712 | |
Pension related provisions | | 45,808 | | 43,847 | |
Deferred income | | 100,000 | | 100,000 | |
Total liabilities | | $ | 1,179,271 | | $ | 1,211,941 | |
| | | | | |
Commitments and contingencies | | | | | |
Minority interest | | 64 | | 42 | |
| | | | | |
Shareholders’ equity | | | | | |
Common share capital | | 30 | | 30 | |
Additional paid-in capital | | 123,696 | | 123,696 | |
Excess of purchase price over predecessor basis | | (49,103 | ) | (49,103 | ) |
Accumulated deficit | | (40,407 | ) | (48,161 | ) |
Accumulated other comprehensive income (loss) | | (310 | ) | 230 | |
Total shareholders’ equity | | $ | 33,906 | | $ | 26,692 | |
Total liabilities, minority interest and shareholders’ equity | | $ | 1,213,241 | | $ | 1,238,675 | |
The accompanying notes are an integral part of these financial statements.
F-3
SIRONA HOLDING GMBH & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
| | Successor | | Predecessor 2 | | Successor | | Predecessor 2 | |
$’000s | | January 1, 2006 to March 31, 2006 | | January 1, 2005 to March 31, 2005 | | October 1, 2005 to March 31, 2006 | | October 1, 2004 to March 31, 2005 | |
Revenue | | $ | 131,843 | | $ | 120,385 | | $ | 267,725 | | $ | 251,913 | |
Cost of sales | | 66,816 | | 65,959 | | 136,480 | | 138,417 | |
Gross profit | | $ | 65,027 | | $ | 54,426 | | $ | 131,245 | | $ | 113,496 | |
Selling, general and administrative expense | | 35,339 | | 30,082 | | 67,642 | | 60,560 | |
Research and development | | 8,026 | | 7,829 | | 14,973 | | 14,960 | |
Provision for doubtful accounts and notes receivable | | 322 | | 144 | | 182 | | 3 | |
Other operating expense (income), net | | 1,376 | | (560 | ) | 1,684 | | 87 | |
Operating income | | $ | 19,964 | | $ | 16,931 | | $ | 46,764 | | $ | 37,886 | |
Foreign currency transaction (gain) loss | | (3,377 | ) | 3,437 | | 1,880 | | (7,829 | ) |
(Gain) Loss on derivative instruments | | (1,647 | ) | 1,093 | | (1,372 | ) | 79 | |
Interest expense, net | | 13,545 | | 7,725 | | 29,000 | | 15,739 | |
Income before income taxes and minority interest | | $ | 11,443 | | $ | 4,676 | | $ | 17,256 | | $ | 29,897 | |
Provision for income taxes | | 6,976 | | 1,722 | | 9,480 | | 8,678 | |
Minority interest | | 23 | | 286 | | 22 | | 286 | |
Net income | | $ | 4,444 | | $ | 2,668 | | $ | 7,754 | | $ | 20,933 | |
The accompanying notes are an integral part of these financial statements.
F-4
SIRONA HOLDING GMBH & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | Successor | | Predecessor 2 | |
$’000s | | October 1, 2005 to March 31, 2006 | | October 1, 2004 to March 31, 2005 | |
Cash flows from operating activities | | | | | |
Net income | | $ | 7,754 | | $ | 20,933 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | |
Depreciation and amortization | | 30,035 | | 29,579 | |
Foreign currency transactions loss (gain) | | 1,880 | | (7,829 | ) |
Loss on derivative instruments | | (1,372 | ) | 79 | |
Accreted interest on long term debt | | 11,318 | | 3,862 | |
Deferred income taxes | | (3,975 | ) | 1,297 | |
Amortization of debt issuance costs | | 4,078 | | 1,220 | |
Changes in assets and liabilities | | | | | |
Accounts receivable | | (19,825 | ) | (4,508 | ) |
Inventories | | (3,684 | ) | (353 | ) |
Prepaid expenses and other current assets | | 20,714 | | 713 | |
Restricted cash | | 47 | | (34 | ) |
Changes in other non-current assets | | (2,953 | ) | (163 | ) |
Trade accounts payable and accounts payable to related parties | | (1,383 | ) | (7,376 | ) |
Accrued liabilities | | (10,665 | ) | 3,560 | |
Other non-current liabilities | | 3,228 | | (7,260 | ) |
Income taxes payable | | 9,457 | | 2,314 | |
Net cash provided by operating activities | | 44,654 | | 36,034 | |
Cash flows from investing activities | | | | | |
| | | | | |
Investment in property, plant and equipment | | (6,011 | ) | (7,787 | ) |
Proceeds from sale of property, plant and equipment | | 6 | | 156 | |
Restricted short term investments | | 741 | | 5 | |
Purchase of intangible assets | | (372 | ) | 0 | |
Payment of deferred purchase price | | — | | (25.700 | ) |
Net cash used in investing activities | | $ | (5,636 | ) | $ | (33,326 | ) |
Cash flows from financing activities | | | | | |
Repayment of long-term debt | | (36,153 | ) | (10,247 | ) |
Net cash used in financing activities | | $ | (36,153 | ) | (10,247 | ) |
Change in cash and cash equivalents | | 2,863 | | (7,539 | ) |
Effect of exchange rate change on cash and cash equivalents | | (553 | ) | (3,664 | ) |
Cash and cash equivalents at beginning of period | | 65,941 | | 38,877 | |
Cash and cash equivalents at end of period | | $ | 68,251 | | $ | 27,674 | |
| | | | | |
Supplemental information | | | | | |
Interest paid | | 14,939 | | 10,923 | |
Interest capitalized | | 69 | | 34 | |
Income taxes paid | | 3,268 | | 4,500 | |
The accompanying notes are an integral part of these financial statements.
F-5
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of presentation
These unaudited condensed interim financial statements as of March 31, 2006, and for the three and six months ended March 31, 2006 and March 31, 2005 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Except as otherwise disclosed, all amounts are reported in thousands of U.S. dollars (“$”).
All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations and financial position of the Company. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for any future period or the full fiscal year. The interim financial statements should be read in conjunction with the September 30, 2005 consolidated financial statements. Preparation of the interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions related to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the reporting date and the reported amounts of revenues and expenses for the interim period. Actual amounts could differ from those estimates.
Certain reclassifications have been made in the comparative periods presented to conform to the current period presentation.
On June 30, 2005, Sirona Holdings Luxco S.C.A. (“Luxco”), a Luxembourg-based holding entity owned by funds managed by Madison Dearborn Partners, Beecken Petty O’Keefe, management and employees of Sirona Group, obtained control over the Sirona business. The transaction was effected by using new legal entities, Sirona Holding GmbH (“Sirona Holding”; formerly Blitz 05-118 GmbH) and its wholly owned subsidiary Sirona Dental Services GmbH to acquire 100% of the interest in Sirona Dental Systems Beteiligungs- und Verwaltungs GmbH, the former parent of the Sirona business through a leveraged buy-out transaction (the “MDP Transaction”).
The MDP Transaction was accounted for in accordance with Emerging Issues Task Force Issue 88-16, Basis in Leveraged Buyout Transactions (“EITF 88-16”), in a manner similar to a business combination under FASB Statement No. 141, Business Combinations (“SFAS 141”). Certain members of Sirona management who were deemed to be in the control group held equity interests in Sirona Group prior to and subsequent to the MDP Transaction (“Continuing Shareholders”). The interests of the Continuing Shareholders have been reflected at the predecessor basis, resulting in 9.15% of each asset and liability acquired being valued at historical cost at June 30, 2005. The remaining 90.85% interest in each asset and liability was recognized at fair value at June 30, 2005.
Since the MDP transaction materially changed the carrying values recorded in the Company’s and its predecessors’ consolidated balance sheet, the following naming convention has been used to distinguish between periods for which the financial statements are not prepared on a comparable basis:
Sirona Dental Systems Beteiligungs- und Verwaltungs GmbH — Predecessor 2
October 1, 2004 — March 31, 2005
Sirona Holding GmbH — Successor
October 1, 2005 — March 31, 2006
F-6
2. Material event
On September 25, 2005, Sirona Holdings Luxco S.C.A. (“Luxco”), which owns 100% of Sirona Holding, and Sirona Holding entered into an Exchange Agreement with Schick Technologies, Inc. (“Schick”) providing for the issuance of 36,972,480 shares of Schick common stock to Luxco in exchange for Luxco’s entire economic interest in Sirona Holding, which consists of all of the issued and outstanding share capital of Sirona Holding and the existing indebtedness of Sirona Holding owed to Luxco in the principal amount of €151.0 million ($182.0 million) plus accrued interest (the “Share Exchange”). Schick shareholders would also receive a $2.50 per share cash dividend, which will be declared prior to closing. Luxco, the shareholder of Sirona Holding will have a controlling interest in the combined company. Following completion of the transaction, the combined company will be renamed Sirona Dental Systems, Inc., with corporate headquarters located at Sirona’s facilities in Bensheim, Germany and U.S. headquarters at Schick’s facilities in New York.
Since Luxco, as Sirona Holding’s shareholder will hold the controlling interest in the combined company after the Share Exchange, Sirona Holding’s designees to the combined company’s board of directors will represent a majority of the combined company’s board of directors and Sirona Holding’s senior management will represent a majority of the senior management of the combined company, Sirona Holding is deemed the acquiring company for accounting purposes.
The Share Exchange was approved by the stockholders of Schick at a special meeting held on June 14, 2006.
In contemplation of the above Share Exchange, Schick has conditionally granted options to purchase 325,000 shares of Schick common stock as of September 25, 2005 to certain employees of Sirona and consultants. The options granted are conditional on the transaction closing, at which date the options will commence vesting over a four year vesting period.
3. Comprehensive income
| | Successor | | Predecessor 2 | | Successor | | Predecessor 2 | |
$’000s | | January 1, 2006 to March 31, 2006 | | January 1, 2005 to March 31, 2005 | | October 1, 2005 to March 31, 2006 | | October 1, 2004 to March 31, 2005 | |
Net Income | | $ | 4,444 | | $ | 2,668 | | $ | 7,754 | | $ | 20,933 | |
Other Comprehensive Income | | 11 | | (1,238 | ) | (540 | ) | 875 | |
Total Comprehensive Income | | $ | 4,455 | | $ | 1,430 | | $ | 7,214 | | $ | 21,808 | |
4. Inventories, net
$’000s | | March 31, 2006 | | September 30, 2005 | |
Raw materials | | $ | 20,191 | | $ | 18,460 | |
Work in progress | | 14,414 | | 12,153 | |
Finished goods | | 24,924 | | 23,370 | |
| | 59,529 | | 53,983 | |
Inventory reserve | | (8,353 | ) | (6,643 | ) |
| | $ | 51,176 | | $ | 47,340 | |
F-7
5. Pension Costs
| | Successor | | Predecessor 2 | | Successor | | Predecessor 2 | |
$’000s | | January 1, 2006 to March 31, 2006 | | January 1, 2005 to March 31, 2005 | | October 1, 2005 to March 31, 2006 | | October 1, 2004 to March 31, 2005 | |
Service cost | | $ | 66 | | $ | 154 | | $ | 147 | | $ | 166 | |
Interest cost | | 484 | | 448 | | 944 | | 1,054 | |
Net periodic benefit cost | | $ | 550 | | $ | 602 | | $ | 1,091 | | $ | 1,220 | |
6. Product warranty
The following table provides the changes in the product warranty accrual for the three and six month periods ended March 31, 2006 and 2005:
| | Successor | | Predecessor 2 | | Successor | | Predecessor 2 | |
$’000s | | January 1, 2006 to March 31, 2006 | | January 1, 2005 to March 31, 2005 | | October 1, 2005 to March 31 2006 | | October 1, 2004 to March 31, 2005 | |
Opening balance | | 10,075 | | 8,640 | | 9,276 | | 7,362 | |
Accruals for warranties issued during the period | | (3,175 | ) | (2,465 | ) | (5,507 | ) | (5,026 | ) |
Warranty settlements made during the period | | 4,387 | | 2,864 | | 7,518 | | 6,703 | |
Closing balance | | 11,287 | | 9,039 | | 11,287 | | 9,039 | |
F-8
7. Segment reporting
| | Successor | | Predecessor 2 | | Successor | | Predecessor 2 | |
$’000s | | January 1, 2006 to March 31, 2006 | | January 1, 2005 to March 31, 2005 | | October 1, 2005 to March 31, 2006 | | October 1, 2004 to March 31, 2005 | |
Revenues External | | | | | | | | | |
Dental CAD/CAM Systems | | 52,804 | | 46,365 | | 111,476 | | 98,697 | |
Imaging Systems | | 27,500 | | 23,929 | | 57,119 | | 47,100 | |
Treatment Centers | | 33,615 | | 34,709 | | 63,008 | | 68,529 | |
Instruments | | 19,594 | | 16,578 | | 36,146 | | 33,114 | |
Total | | 133,513 | | 121,581 | | 267,749 | | 247,440 | |
| | | | | | | | | |
Revenues Internal | | | | | | | | | |
Dental CAD/CAM Systems | | 0 | | 0 | | 0 | | 0 | |
Imaging Systems | | 20 | | 14 | | 38 | | 78 | |
Treatment Centers | | 24 | | 0 | | 36 | | 0 | |
Instruments | | 3,110 | | 3,183 | | 5,847 | | 6,791 | |
Intercompany elimination | | (3,154 | ) | (3,197 | ) | (5,921 | ) | (6,869 | ) |
Total | | 0 | | 0 | | 0 | | 0 | |
| | | | | | | | | |
Revenues Total | | | | | | | | | |
Dental CAD/CAM Systems | | 52,804 | | 46,365 | | 111,476 | | 98,697 | |
Imaging Systems | | 27,520 | | 23,943 | | 57,157 | | 47,178 | |
Treatment Centers | | 33,639 | | 34,709 | | 63,044 | | 68,529 | |
Instruments | | 22,704 | | 19,761 | | 41,994 | | 39,905 | |
Total | | 136,667 | | 124,778 | | 273,671 | | 254,309 | |
| | | | | | | | | |
Segment performance measure | | | | | | | | | |
Dental CAD/CAM Systems | | 40,016 | | 34,998 | | 84,019 | | 71,968 | |
Imaging Systems | | 13,376 | | 10,195 | | 27,028 | | 19,235 | |
Treatment Centers | | 12,691 | | 12,084 | | 23,355 | | 23,942 | |
Instruments | | 10,271 | | 6,876 | | 18,777 | | 15,487 | |
Total | | 76,354 | | 64,153 | | 153,179 | | 130,632 | |
| | | | | | | | | |
Depreciation and amortization expense | | | | | | | | | |
Dental CAD/CAM systems | | 470 | | 628 | | 944 | | 1,256 | |
Imaging Systems | | 604 | | 783 | | 1,245 | | 1,729 | |
Treatment Centers | | 634 | | 741 | | 1,203 | | 1,420 | |
Instruments | | 572 | | 657 | | 1,179 | | 1,161 | |
Total. | | 2,280 | | 2,809 | | 4,571 | | 5,566 | |
Segment results are determined based on the Company’s internal management reporting process, which reflects the way management views its businesses, and are not prepared in accordance with U.S. GAAP. The following table and discussion provide a reconciliation of the total results of operations and total assets of the Company’s business segments under management reporting to the consolidated financial statements. Inter-segment transactions are based on amounts which are believed to approximate the amounts of transactions with unrelated third parties.
F-9
SIRONA HOLDING GMBH & SUBSIDIARIES
SUPPLEMENTARY FINANCIAL INFORMATION
(UNAUDITED)
| | Successor | | Predecessor 2 | | Successor | | Predecessor 2 | |
$000’s | | January 1, 2006 to March 31, 2006 | | January 1, 2005 to March 31, 2005 | | October 1, 2005 to March 31, 2006 | | October 1, 2004 to March 31, 2005 | |
Revenues | | | | | | | | | |
Total Segments | | $ | 133,513 | | $ | 121,581 | | $ | 267,749 | | $ | 247,440 | |
Electronic centre and corporate | | 11 | | 286 | | 30 | | 711 | |
Differences management accounts vs. US GAAP | | (1,681 | ) | (1,482 | ) | (54 | ) | 3,762 | |
Consolidated revenues | | $ | 131,843 | | $ | 120,385 | | $ | 267,725 | | $ | 251,913 | |
Depreciation and amortization expenses | | | | | | | | | |
Total Segments | | 2,280 | | 2,809 | | 4,571 | | 5,566 | |
Electronic centre and corporate | | 475 | | 483 | | 901 | | 888 | |
Differences management accounts vs. US GAAP | | 13,698 | | 10,774 | | 25,111 | | 23,125 | |
Consolidated depreciation and amortization expenses | | $ | 16,453 | | $ | 14,066 | | $ | 30,583 | | $ | 29,579 | |
Segment performance measure | | | | | | | | | |
Total Segments | | 76,354 | | 64,153 | | 153,179 | | 130,632 | |
Electronic Centre and Corporate | | 913 | | 558 | | 776 | | 1,265 | |
Differences management accounts vs. US GAAP | | (12,240 | ) | (10,285 | ) | (22,710 | ) | (18,401 | ) |
Consolidated gross profit | | $ | 65,027 | | 54,426 | | $ | 131,245 | | 113,496 | |
Selling, general and administrative | | 35,339 | | 30,082 | | 67,642 | | 60,560 | |
Research and development | | 8,026 | | 7,829 | | 14,973 | | 14,960 | |
Provision for doubtful accounts and notes receivable | | 322 | | 144 | | 182 | | 3 | |
Net other operating expense (income) | | 1,376 | | (560 | ) | 1,684 | | 87 | |
Foreign currency transaction (gain) loss | | (3,377 | ) | 3,437 | | 1,880 | | (7,829 | ) |
(Gain) loss on derivative instruments | | (1,647 | ) | 1,093 | | (1,372 | ) | 79 | |
Interest expense, net | | 13,545 | | 7,725 | | 29,000 | | 15,739 | |
Income before income taxes and minority interest | | $ | 11,443 | | $ | 4,676 | | $ | 17,256 | | $ | 29,897 | |
F-10
8. Intangible Assets
The following table presents details of intangible assets and related accumulated amortization and goodwill:
March 31, 2006 $’000s | | Gross | | Accumulated amortization | | Net | |
Patent and licenses | | $ | 126,228 | | $ | 10,406 | | $ | 115,822 | |
Trademarks | | 93,682 | | — | | 93,682 | |
Technologies and dealer relationships | | 283,973 | | 25,533 | | 258,440 | |
| | 503,883 | | 35,939 | | 467,944 | |
Goodwill | | 470,172 | | — | | 470,172 | |
Total intangible assets | | $ | 974,055 | | 35,939 | | $ | 938,116 | |
| | | | | | | | | | |
September 30, 2005 $’000s | | Gross | | Accumulated amortization | | Net | |
Patent and licenses | | $ | 124,510 | | $ | 2,263 | | $ | 122,247 | |
Trademarks | | 93,403 | | — | | 93,403 | |
Technologies and dealer relationships | | 283,381 | | 9,589 | | 273,792 | |
| | 501,294 | | 11,852 | | 489,442 | |
Goodwill | | 468,769 | | — | | 468,769 | |
Total intangible assets | | $ | 970,063 | | 11,852 | | $ | 958,211 | |
| | | | | | | | | | |
The change in the value of goodwill from September 30, 2005 to March 31, 2006 is related to translation differences.
The aggregate amortization expense for the three and six month periods ended March 31, 2006 were $ 12,976 and 24,160.
F-11