PRESENTATION OF DEGUSSA DENTAL FINANCIAL INFORMATION In 2000, Degussa AG commenced a programme to focus its operations on core competencies related to the manufacture and distribution of specialty engineered chemical products. In connection with this programme, Degussa AG formed Degussa Dental GmbH & Co. KG ("Dental KG") and DH Zweite Vermogensverwaltungs GmbH ("DH GmbH"). Subsequently, Degussa AG transferred substantially all dental-related investments, operations and activities to Dental KG and DH GmbH. German-based dental investments, operations and activities were contributed to Dental KG while non- German-based dental investments, operations and activities were contributed to DH GmbH. Together, Dental KG, DH GmbH and their majority owned subsidiaries comprise Degussa Dental. The combined financial statements of Degussa Dental included on pages F-51 to F- 70 of this document (the "Degussa Dental Combined Financial Statements") have been prepared in accordance with U.S. GAAP and include the results of operations and assets and liabilities directly related to Degussa Dental's operations. The accompanying combined financial statements may not necessarily be indicative of the results of operations, financial positions and cash flows of Dental KG and DH GmbH had they operated as separate independent companies for the duration of the periods presented, nor are they an indicator of future performance. See further Note 1 to the Degussa Dental Combined Financial Statements. 6 DEGUSSA DENTAL GROUP COMBINED STATEMENTS OF INCOME Six months Year ended ended December 31, June 30, 2001 2000 (euro, in thousands) Net sales (note 14) 246,312 489,517 Cost of products sold (note 14) 155,472 343,256 Gross profit 90,840 146,261 Selling, general and administrative expenses (note 14) 61,181 123,729 Other operating expense, net 7,342 6,059 Operating income 22,317 16,473 Other income and expenses: Interest expense (note 14) 2,449 4,635 Interest income (note 14) (672) (2,717) Minority interest 91 306 Earnings before income taxes 20,449 14,249 Income taxes 8,449 840 Net income 12,000 13,409 <FN> The accompanying notes are an integral part of the combined financial statements. </FN> 7 DEGUSSA DENTAL GROUP COMBINED BALANCE SHEETS December 31, June 30, 2001 2000 (euro, in thousands) Assets Current assets: Cash and cash equivalents (note 14) 2,978 14,677 Accounts and notes receivable-trade, net 67,000 63,593 Receivables from related parties (note 14) 1,700 10,202 Inventories 103,408 111,533 Deferred tax assets 4,554 3,030 Prepaid expenses and other current assets 3,788 13,317 Total current assets 183,428 216,352 Property, plant and equipment, net 57,631 56,628 Identifiable intangible assets, net 34,841 34,138 Costs in excess of fair value of net assets acquired, net 100,877 104,840 Deferred tax assets 5,703 8,282 Other non-current assets 1,679 1,807 Total assets 384,159 422,047 Liabilities and combined equity Current liabilities: Current portion of long-term debt 3,135 2,917 Short-term notes payable 21,562 71,764 Accounts payable-trade 13,587 10,856 Payables to related parties (note 14) 4,856 18,099 Accrued liabilities 18,707 22,509 Income taxes payable 23,278 11,061 Deferred tax liabilities 10,231 10,856 Other current liabilities 8,639 14,078 Total current liabilities 103,995 162,140 Long-term debt, excluding current portion 6,726 8,696 Pension obligation 15,045 14,596 Obligations under capital lease, excluding current installments 9,111 9,092 Deferred tax liabilities 14,774 16,278 Other non-current liabilities 7,439 5,312 Minority interests in consolidated subsidiaries 830 661 Commitments and contingencies (note 16) Total liabilities 157,920 216,775 Combined equity: Investments by and advances from Degussa AG 220,852 200,718 Accumulated other comprehensive income 5,387 4,554 Total combined equity 226,239 205,272 Total liabilities and combined equity 384,159 422,047 <FN> The accompanying notes are an integral part of the combined financial statements. </FN> 8 DEGUSSA DENTAL GROUP COMBINED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME Investments Accumulated by and other advances from comprehensive Combined Degussa AG income equity (euro, in thousands) Balance as of December 31, 1999 253,949 3,681 257,630 Net activity with Degussa AG (note 14) (66,640) -- (66,640) Comprehensive income: Net income 13,409 -- 13,409 Foreign currency translation -- 873 873 Comprehensive income 14,282 Balance as of December 31, 2000 200,718 4,554 205,272 Net activity with Degussa AG 8,134 -- 8,134 Comprehensive income: Net income 12,000 -- 12,000 Foreign currency translation -- 833 833 Comprehensive income -- -- 12,833 Balance as of June 30, 2001 220,852 5,387 226,239 <FN> The accompanying notes are an integral part of the combined financial statements. </FN> 9 DEGUSSA DENTAL GROUP COMBINED STATEMENTS OF CASH FLOWS Year ended Six months ended December 31, June 30, 2001 2000 (euro, in thousands) Cash flows from operating activities: Net income 12,000 13,409 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,500 7,304 Amortization 5,294 10,553 Deferred income taxes (1,850) (10,128) Increases in pension obligation and other non-current liabilities 2,788 6,024 Loss on disposal of property, plant and equipment 4 70 Other non-cash expense 656 3,438 Changes in current operating assets and liabilities, net: Receivables from related parties 8,502 (4,532) Accounts and notes receivable-trade, third parties, net (3,292) (5,800) Inventories 8,320 (3,414) Prepaid expenses and other current assets 9,529 (10,095) Payables to related parties (13,243) 9,929 Accounts payable-trade, third parties (2,099) 6,224 Accrued liabilities (3,801) (3,701) Income taxes payable 12,217 7,605 Other, net (170) 1,308 Net cash provided by operating activities 38,355 28,194 Cash flows from investing activities: Expenditures for identifiable intangible assets (1,942) (1,380) Proceeds from sale of property, plant and equipment 1,098 663 Capital expenditures (4,571) (10,009) Net cash used in investing activities (5,415) (10,726) Cash flows from financing activities: Equity distributions to Degussa AG (2,747) (7,223) Equity contributions by Degussa AG 10,225 -- Payments of capital lease obligations (185) (327) Net repayments of long-term borrowings (1,998) (2,306) Repayments of short-term borrowings (1,048) (899) Net repayments of short-term borrowings, related parties (48,910) (2,560) Net cash used in financing activities (44,663) (13,315) Effect of exchange rate changes on cash and cash equivalents 24 90 Net increase (decrease) in cash and cash equivalents (11,699) 4,243 Cash and cash equivalents at beginning of period 14,677 10,434 Cash and cash equivalents at end of period 2,978 14,677 <FN> The accompanying notes are an integral part of the combined financial statements. </FN> 10 DEGUSSA DENTAL GROUP NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Degussa Dental Group ("Degussa Dental" or the "Company") designs, develops and manufactures a broad range of dental products and complete system solutions used in preventative, restorative and orthodontic treatment by dental laboratories, dentists, orthodontists and oral surgeons. Products marketed primarily to dental laboratories include alloys, veneering porcelain, ceramics systems attachments, consumables and laboratory equipment. Products marketed directly to dentists include filling materials, cements, impression materials, local anesthetics and dedicated equipment for the application of the respective materials. Orthodontic products include all necessary appliances for the movement and realignment of teeth, and products marketed to oral surgeons consist of complete systems to replace teeth using artificial roots implanted into the jawbone of a patient. The Company has operations and investments located in Europe, Asia, South America and the United States. Degussa Dental's customers are primarily located in Europe, Asia, and North and South America. Basis of Presentation In 2000, Degussa AG commenced a program to focus its operations on core competencies related to the manufacture and distribution of specialty engineered chemical products. In connection with this program, Degussa AG formed Degussa Dental GmbH & Co. KG ("Dental KG") and DH Zweite Vermogensverwaltungs GmbH ("DH GmbH"). Subsequently, Degussa AG transferred substantially all dental-related investments, operations and activities to Dental KG and DH GmbH, with the exception of certain retiree pension obligations, which were maintained by Degussa AG. German- based dental investments, operations and activities were contributed to Dental KG while non-German-based dental investments, operations and activities were contributed to DH GmbH. Collectively, Dental KG, DH GmbH, and their majority owned subsidiaries, comprise Degussa Dental. On May 29, 2001, Degussa AG entered into a sale and purchase agreement to sell Degussa Dental to Dentsply International, Inc. ("DENTSPLY"), subject to regulatory approval. The combined financial statements are presented on a historical cost basis and do not reflect any adjustments that might be recorded by DENTSPLY in its application of purchase accounting. The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the results of operations and assets and liabilities directly related to Degussa Dental's operations. The accompanying combined financial statements may not necessarily be indicative of the results of operations, financial positions and cash flows of Dental KG and DH GmbH had they operated as separate independent companies for the duration of the periods presented, nor are they an indicator of future performance. As the businesses in the combined financial statements are included in multiple consolidated tax returns and in multiple tax jurisdictions, the effective tax rate does not reflect the structure and tax strategies that could be in place if the businesses were conducted by a separate legal entity. The effects of capital transactions between Degussa Dental and Degussa AG are included in "Investments by and advances from Degussa AG" in the accompanying combined balance sheets and statements of equity and comprehensive income. Degussa Dental's operations have been financed partly through contributions from Degussa AG and partly through third-party debt. Prior to the formation of Degussa Dental in July 2000, Degussa AG did not allocate interest charges to the contributed businesses. Accordingly, such interest expense is not included in the accompanying combined statements of income. In connection with the formation of Degussa Dental certain loans with Degussa AG were created. Interest expense associated with those related party loans that accrue interest is included in the accompanying combined statements of income. 11 Unless otherwise noted, all amounts are stated in thousands of euro. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Principles of Combination The combined financial statements of the Company include all significant entities in which Dental KG or DH GmbH have legal or effective control after completion of the reorganization program described above. All significant transactions between combined businesses have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less, including cash pool position with related parties, to be cash equivalents (see note 14). Inventories Inventories are stated at the lower of cost or market. The cost of precious metals inventories are determined using the last-in, first-out ("LIFO") method while the cost of other inventory components is determined primarily using the average cost method. Cost consists of purchased component costs and manufacturing costs, which are comprised of direct material and labor costs and applicable indirect costs. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstance indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount which the carrying amount exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation. Plant and equipment under capital leases are stated at the present value of minimum lease payments. Expenditures for maintenance and repairs are charged to expense as incurred while replacements and major improvements are capitalized. Depreciation on plant and equipment is recognized using accelerated or straight-line methods over the useful lives of related assets. Useful lives range from 10 to 40 years for buildings and from 3 to 15 years for machinery and equipment. Identifiable Intangible Assets Identifiable intangible assets primarily consist of patents, trademarks and capitalized software costs and are amortized on a straight-line basis over their estimated useful lives. Costs in Excess of Fair Value of Net Assets Acquired The excess of costs of acquired businesses over the fair value of net assets acquired ("goodwill") is amortized on a straight-line basis over the expected periods to be benefited, generally 15 years, and is stated net of accumulated amortization of 21.7 million and 17.8 million as of June 30, 2001 and December 31, 2000, respectively. The Company assesses the recoverability of goodwill 12 based on projected undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows. Costs of Computer Software Developed or Obtained for Internal Use Certain external direct costs of materials and services consumed in developing or obtaining internal use computer software and payroll related costs for employees associated with internal-use software projects are capitalized and amortized on a straight- line basis over four years. While no material software costs were capitalized in the six months ended June 30, 2001, costs of 1.2 million were capitalized during the year ended December 31, 2000. Amortization expense was 200 for both the six months ended June 30, 2001 and the year ended December 31, 2000. Derivative Financial Instruments In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the effective Date of FASB Statement No. 133", which amended SFAS No. 133 to delay its effective date by one year. SFAS No. 133 requires that all derivative instruments be recorded in the balance sheet at fair value. Changes in the fair value of derivatives will be recorded each period in earnings or other comprehensive income, depending on whether a derivative is designated as a part of a hedge transaction and, if it is, the type of hedge transaction. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedge Activities" which amended SFAS No. 133. This statement, as amended by SFAS 137 and SFAS 138, was adopted effective January 1, 2001. The adoption of SFAS 133 did not have a material impact on net income for the six months ended June 30, 2001. The Company utilizes a limited number of derivative financial instruments in order to manage a portion of its exposure related to foreign exchange, interest rate and commodity price fluctuations. All derivatives are recognized in the accompanying combined balance sheets at their fair value. As these financial instruments do not meet the criteria established by SFAS No. 133 for deferring unrealized gains and losses on hedging transactions, changes in fair value are reported in current-period earnings. The aggregate notional amount and fair value of all derivative instruments is 6.5 million and (24), respectively, as of June 30, 2001 and 1.9 million and 10, respectively, as of December 31, 2000. The Company does not enter into derivatives for trading purposes. Foreign Currency Assets and liabilities of foreign subsidiaries where the functional currency is other than the euro are translated at exchange rates as of the respective balance sheet dates. Revenues and expenses of those subsidiaries are translated at the weighted average year- to-date exchange rates of the respective period. The effects of these translation adjustments are included in other comprehensive income and reported as a separate component of combined equity. Foreign currency transactions are recorded at the exchange rate prevailing at the date of the transaction. Receivables and payables denominated in foreign currencies are remeasured at the exchange rate in effect as of the respective balance sheet dates. Net foreign currency transaction gains of 373 and 47 for the six months ended June 30, 2001 and for December 31, 2000, respectively, are included in other operating expense, net in the accompanying combined statements of income. Revenue Recognition Revenue, net of allowances for related discounts, is recognized when finished product is shipped and risk of ownership has transferred to the customer. A significant portion of Degussa Dental's products include precious metals. Market prices of precious metals are highly volatile and can lead to significant fluctuations in the Company's sales prices and gross profit margins (see note 4). 13 Research and Development Costs Research and development costs are expensed as incurred. For the six months ended June 30, 2001 and the year ended December 31, 2000, research and development costs of 7.3 million and 18.1 million, respectively, are included in selling, general and administrative expense in the accompanying combined statements of income. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The businesses in the combined financial statements are included in multiple consolidated tax returns and in multiple tax jurisdictions. There is no formal tax allocation agreement between the various Degussa Dental businesses and Degussa AG. The tax amounts reflected in the accompanying combined financial statements have been computed as if each of the contributed businesses had filed separate tax returns. While the legal forms of Dental KG, and Ducera Dental GmbH & Co. KG ("Ducera") in 2000, were limited partnerships which are not generally subject to German corporation income tax, the income tax expense for these German entities has been presented in the accompanying combined financial statements as if Dental KG, and Ducera in 2000, were stand-alone corporate entities. Accordingly, the German corporation tax effects normally passed through to Degussa AG are included in the accompanying combined financial statements as if all earnings were distributed currently. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Minority Interests Minority interests in the equity and results of the entities controlled by Degussa Dental are shown as a separate item in the combined financial statements. The entities included in the combined financial statements that have minority interests as of June 30, 2001 and December 31, 2000 are as follows: Minority Ownership Percentage Sankin Kogyo K.K., Tokyo 5.6% Probem S.A., Catanduva 40.0% New Accounting Standards Not Yet Adopted In June 2001, the FASB issued SFAS No.141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires the use of the purchase method of accounting for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies the types of acquired intangible assets that are required to be recognized and reported separately from goodwill and those acquired intangible assets that are required to be included in goodwill. SFAS No. 142 will require that goodwill no longer be amortized, but instead tested for impairment at least annually. SFAS No. 142 will also require recognized other intangible assets to be amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 121, 14 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". Any recognized intangible asset determined to have an indefinite useful life will not be amortized, but instead tested for impairment until its life is determined to no longer be indefinite. The Company is required to adopt the provisions of SFAS No. 141 and SFAS No. 142 on January 1, 2002, with the exception of the immediate requirement to use the purchase method of accounting for all future business combinations completed after September 30, 2001. Early adoption and retroactive application of these standards is not permitted. However, goodwill, and any intangible asset determined to have an indefinite useful life, that is acquired in a business combination completed after June 30, 2001 will not be amortized. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized until December 31, 2001. In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently allocated to expense over the asset's useful life. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 retains the current requirement to recognize an impairment loss only if the carrying amounts of long-lived assets to be held and used are not recoverable from their expected undiscounted future cash flows. However, goodwill is no longer required to be allocated to these long-lived assets when determining their carrying amounts. SFAS No. 144 requires that a long-lived asset to be abandoned, exchanged for a similar productive asset, or distributed to owners in a spin- off be considered held and used until it is disposed. However, SFAS No. 144 requires the depreciable life of an asset to be abandoned be revised. SFAS No. 144 requires that long- lived assets to be disposed of by sale be recorded at the lower of their carrying amount or fair value less cost to sell and to cease depreciation (amortization). Therefore, discontinued operations are no longer measured on a net realizable value basis, and future operating losses are no longer recognized before they occur. The provisions of SFAS No. 144 are effective for fiscal years beginning after December 15, 2001. The Company is not currently able to determine the potential effects of adopting these new standards. NOTE 3 - ACCOUNTS AND NOTES RECEIVABLE The Company sells dental equipment and supplies primarily to the end user. For customers on credit terms, the Company performs ongoing credit evaluation and generally does not require collateral. Accounts and notes receivable-trade are stated net of an allowance for doubtful accounts of 4.5 million and 2.9 million as of June 30, 2001 and December 31, 2000, respectively. NOTE 4 - INVENTORIES Inventories consist of the following: June 30, December 31, 2001 2000 Finished goods 82,633 92,956 Work-in-process 10,481 8,937 Raw materials and supplies 10,294 9,640 103,408 111,533 15 Inventories valued under the LIFO method are 40.4 million and 55.0 million, respectively. The current cost of LIFO inventories as of June 30, 2001 and December 31, 2000 was greater than the amount at which these inventories were carried in the combined balance sheet by 52.1 million and 89.1 million, respectively. As a result of LIFO inventory liquidation, earnings before taxes was increased by approximately 15.0 million for the six months ended June 30, 2001. For the year ended December 31, 2000, earnings before taxes was not affected because there was no LIFO inventory liquidation. NOTE 5 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses relate primarily to advance payments for leases and rental and maintenance contracts. Other current assets consist primarily of V.A.T. refunds receivable of 1.4 million and 10.8 million as of June 30, 2001 and December 31, 2000, respectively. NOTE 6 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: June 30, December 31, 2001 2000 Assets, at cost: Land 19,636 19,248 Buildings and improvements (note 12) 50,227 49,707 Machinery and equipment 62,245 59,708 Construction in progress 942 898 133,050 129,561 Less: accumulated depreciation (note 12) 75,419 72,933 57,631 56,628 NOTE 7 - IDENTIFIABLE INTANGIBLE ASSETS Identifiable intangible assets consist of the following: Estimated useful June 30, December 31, lives 2001 2000 (years) Acquired patents 17,792 16,028 5-20 Acquired trademarks 21,003 21,003 5-20 Capitalized software 2,341 2,570 4 Other 76 82 3-10 41,212 39,683 Less: accumulated amortization 6,371 5,545 34,841 34,138 16 NOTE 8 - ACCRUED LIABILITIES Accrued liabilities consist of the following: June 30, December 31, 2001 2000 Allowance for customer discounts and rebates 4,591 8,366 Personnel expenses 8,047 7,668 Other 6,069 6,475 18,707 22,509 NOTE 9 - FINANCING ARRANGEMENTS Short-term notes payable June 30, December 31, 2001 2000 Notes payable to banks, weighted average interest rate 15.82% 6,112 7,404 Loans payable to Degussa AG 15,450 64,360 21,562 71,764 Degussa Dental has unused lines of credit for short-term financing of 14 million as of June 30, 2001. Interest applicable to these lines of credit varies according to market conditions in the country of origin. Letters of credit of Degussa AG secure 4.9 million of the short-term notes payable to banks outstanding as of June 30, 2001. Inventory is pledged to secure additional amounts of 0.2 million, and the remaining amount is unsecured. On March 9, 2001 the Company repaid a 50 million loan from Degussa AG, bearing interest at the European overnight interest rate average, which was outstanding as of December 31, 2000. Approximately 13 million of the loans payable to Degussa AG as of June 30, 2001 and December 31, 2000 represents a non-interest bearing loan to DH GmbH. No imputed interest expense has been recorded in the accompanying combined financial statements related to this loan. The remaining balance of loans payable to Degussa AG as of June 30, 2001 is comprised of a 2.4 million loan to the Japanese operating subsidiary which bears interest at 0.2%. This loan renews monthly on a roll-over basis. Long-Term Borrowings June 30, December 31, 2001 2000 Secured mortgage notes payable, weighted average rate 2.96%, due 2002-2005 7,489 8,813 Installment loans, weighted average rate 2.50%, due 2002-2004 2,372 2,800 9,861 11,613 Less: current portion of long-term debt 3,135 2,917 6,726 8,696 Outstanding installment loans are guaranteed by letters of credit from Degussa AG. 17 Aggregate maturities of long-term debt are as follows: Year ending June 30 2002 3,135 2003 2,265 2004 2,955 2005 1,329 2006 177 9,861 NOTE 10 - INCOME TAXES The components of earnings before income taxes are as follows: Six months Year ended ended June 30, December 31, 2001 2000 Germany 16,009 6,083 Foreign 4,440 8,166 20,449 14,249 The components of income tax expense (benefit) are as follows: Six months Year ended ended June 30, December 31, 2001 2000 Current: German 8,772 7,395 Foreign 1,527 3,574 Total 10,299 10,969 Deferred: German (1,930) (9,199) Foreign 80 (930) Total (1,850) (10,129) Total income tax expense 8,449 840 In 2000, the German government enacted new tax legislation which, among other changes, will reduce the statutory corporate tax rate for German companies from 40% on retained earnings and 30% on distributed earnings to a uniform 25% effective for the year beginning January 1, 2001. The effects of the reductions in the tax rate and other tax law changes on the deferred tax assets and liabilities of the Group's German companies were recognized in the year of enactment and resulted in deferred tax benefit of 8.6 million for the year ended December 31, 2000. Prior to the 2000 tax law changes becoming effective, German corporation tax law applied a split rate imputation system to the income taxation of a corporation and its shareholders. Upon distribution of retained earnings in the form of a dividend, shareholders subject to German tax received a credit for corporation taxes paid by the corporation on such distributed earnings. In addition, the corporation received a tax refund to the extent such earnings had been initially subjected to a corporation income tax in excess of 30%. The tax refund was also distributed to the shareholders. 18 In general, prior to 2001, retained (undistributed) German corporate income was initially subject to a federal corporation income tax currently at a rate of 40% for 2000 plus a surcharge of 5.5% on federal corporate taxes payable. Giving effect to the surcharge, the federal corporate tax rate was 42.2% for the year ended December 31, 2000. Upon distribution of certain retained earnings generated in Germany to stockholders, the corporate income tax rate on the earnings was adjusted to 30%, plus a solidarity surcharge of 5.5% for a total of 31.65%, by means of a refund for taxes previously paid. Under the new German corporate tax system, during a 15 year transition period beginning on January 1, 2001, Degussa Dental will continue to receive a refund or pay additional taxes on the distribution of retained earnings which existed as of December 31, 2000. As discussed in Note 2, actual income tax expense reflects the amount of distribution of that year's earnings of the German operations. As such, the refund of tax described above is reflected in the income tax expense reconciliation presented below. For the six months ended June 30, 2001 and the year ended December 31, 2000, actual income tax expense differed from the amounts computed by applying the German federal corporation income tax rate of 25% for 2001 and 40% for 2000, to earnings before income taxes as a result of the following: Six months Year ended ended June 30, December 31, 2001 2000 Expected income tax at statutory federal rate 5,112 5,700 Effect of: Trade tax & solidarity tax, net of Federal benefit 3,783 2,022 Benefit of distributed rate -- (1,503) Tax holiday (123) (782) Nondeductable expenses 440 1,377 Goodwill 788 2,522 Provision release (1,618) -- Tax rate change -- (8,577) Other 67 81 Actual income tax expense 8,449 840 The tax effect of temporary differences giving rise to deferred tax assets and liabilities are as follows: June 30, December 31, 2001 2000 Deferred tax assets: Intangible assets 224 984 Property, plant and equipment 432 404 Financial assets 88 942 Inventories 2,008 1,840 Receivables and other current assets 338 427 Pension accruals 3,531 3,232 Other accruals 2,109 1,865 Payables 449 374 Tax loss carry-forwards 1,078 1,244 Total deferred tax assets 10,257 11,312 19 June 30, December 31, 2001 2000 Deferred tax liabilities: Intangible assets (12,180) (13,028) Property, plant and equipment (2,410) (2,438) Inventories (10,251) (11,414) Receivables and other current assets (131) (220) Other accruals (33) (34) Total deferred tax liabilities (25,005) (27,134) Net deferred tax liabilities (14,748) (15,822) The combined financial statements include certain assets, goodwill and other intangibles, the tax bases of which will remain with Degussa AG upon completion of the sale of Degussa Dental to DENTSPLY. Deferred tax benefits related to this goodwill and other intangibles of 854 and 503 as of June 30, 2001 and December 31, 2000, respectively, have been included in the combined financial statements. Subsidiaries of the Company in Brazil and Japan have tax loss carry-forwards of 4.7 million as of June 30, 2001, of which 1.2 million expire through 2006 and 3.5 million may be carried forward indefinitely. The Company believes that sufficient future taxable income will be generated by these subsidiaries to realise the benefits of these tax loss carry-forwards. As no distributions in the foreseeable future from foreign subsidiaries are planned, deferred taxes have not been recorded for these undistributed earnings. If such distributions were to occur, it is expected that the related tax effects would be partially offset by tax benefits generated from the distribution. Undistributed earnings as of June 30, 2001 amounted to 6.1 million. NOTE 11 - BENEFIT PLANS The Company maintains a number of separate contributory and non-contributory defined benefit pension plans for a significant portion of its hourly and salaried employees. Pension benefits are generally based upon age, salary and years of service. Unrecognized actuarial gains and losses are amortized over the average remaining service lives of employees, with the exception of actuarial gains and losses related to German plans, which are recorded in the year in which they arise. SFAS No. 87 requires the recognition of a minimum pension liability if a plan's accumulated benefit obligation is greater than its projected benefit obligation less unrecognized items. As this is the case for certain foreign plans, 143 and 148 are included in the pension liability as of June 30, 2001 and December 31, 2000, respectively, with corresponding amounts recorded as intangible assets and included in other non-current assets in the accompanying combined balance sheets. 20 June 30, 2001 December 31, 2000 German Foreign Total German Foreign Total Reconciliation of Projected Benefit Obligation Benefit obligation at beginning of period 8,592 11,593 20,185 7,840 10,860 18,700 Service cost 182 493 675 342 876 1,218 Interest cost 257 225 482 490 394 884 Participant contributions -- 27 27 -- 58 58 Actuarial (gains) losses (221) 1,371 1,150 (80) 121 41 Benefits assumed and paid -- (420) (420) -- (716) (716) Benefit obligation at end of period 8,810 13,289 22,099 8,592 11,593 20,185 Reconciliation of Plan Assets Fair value of plan assets at beginning of period -- 4,662 4,662 -- 4,196 4,196 Actual return on assets -- 108 108 -- 171 171 Employer contributions -- 508 508 -- 853 853 Participant contributions -- 27 27 -- 58 58 Benefits paid -- (397) (397) -- (617) (617) Fair value of plan assets at end of period -- 4,908 4,908 -- 4,661 4,661 Reconciliation of Funded Status Actuarial present value of projected benefit obligations 8,810 13,289 22,099 8,592 11,593 20,185 Plan assets at fair value -- 4,908 4,908 -- 4,662 4,662 Funded status (8,810) (8,381) (17,191) (8,592) (6,931) (15,523) Adjustment to recognize minimum liability -- (143) (143) -- (148) (148) Unrecognized net actuarial gain (10) 2,299 2,289 13 1,062 1,075 Accrued benefit cost (8,820) (6,225) (15,045) (8,579) (6,017) (14,596) The amounts recognized in the accompanying combined balance sheets are as follows: June 30, 2001 December 31, 2000 German Foreign Total German Foreign Total Pension obligation 8,820 6,225 15,045 8,579 6,017 14,596 Identifiable intangible assets -- 143 143 -- 148 148 Net amount recognized 8,820 6,082 14,902 8,579 5,869 14,448 The aggregate benefit obligation for those plans where the accumulated benefit obligation exceeded the fair value of plan assets was 2.8 million as at June 30, 2001 and December 31, 2000, respectively. 21 June 30, 2001 December 31, 2000 German Foreign Total German Foreign Total Service cost 182 493 675 342 876 1,218 Interest cost 837 225 1,062 1,928 394 2,322 Expected return on plan assets -- (108) (108) -- (186) (186) Gains and losses (219) 147 (72) (80) 293 213 Net periodic benefit cost 800 757 1,557 2,190 1,377 3,567 The weighted average assumptions used in accounting for the Company's plans are as follows: June 30, 2001 December 31, 2000 German Foreign German Foreign Discount rate 6.3% 3.7% 6.3% 3.8% Expected return on plan assets -- 4.6% -- 4.4% Rate of compensation increase 2.6% 4.3% 2.6% 4.1% As described in Note 1, certain pension obligations related to retirees were not transferred from Degussa AG upon formation of Degussa Dental. Accordingly, those obligations are not included in the benefit obligation noted above. However, as they are clearly identifiable to Degussa Dental, interest costs on the retiree pension obligation of 0.6 million and 1.4 million are included in net periodic pension cost for the six months ended June 30, 2001 and the year ended December 31, 2000, respectively. NOTE 12 - LEASES The Company is obligated under a capital lease with a related party covering its headquarters in Hanau, Germany that expires in eighteen years. As of June 30, 2001 and December 31, 2000, the gross amount of the building and related accumulated amortization recorded under the capital lease were as follows: June 30, December 31, 2001 2000 Buildings 11,758 11,758 Less: accumulated amortization 2,458 2,294 9,300 9,464 Amortization of assets held under capital leases was 0.2 million and 0.3 million for the six months ended June 30, 2001 and the year ended December 31, 2000. The Company also has several noncancelable operating leases for automobiles and certain office, warehouse, machinery and equipment and manufacturing facilities. These leases generally require the Company to pay all executory costs such as maintenance and insurance. Rental expense for the six months ended June 30, 2001 and the year ended December 31, 2000 was 2.7 million and 4.7 million, respectively. 22 Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) and future minimum capital lease payments as of June 30, 2001 are: Year ending Capital Operating June 30, leases leases 2002 1,009 2,487 2003 1,009 1,815 2004 1,009 1,691 2005 1,009 1,531 2006 1,009 1,371 Later years, through 2018 10,887 -- Total minimum lease payments 15,932 8,895 Less: interest discount 6,440 Present value of net minimum capital lease payments 9,492 Less: current installments 381 Obligations under capital leases, excluding current installments 9,111 NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company believes the carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, income taxes payable and short-term debt approximate fair value due to the short-term nature of these instruments. The Company also believes the carrying amount of long-term debt approximates fair value as the interest rates are either variable or close to current market rates. NOTE 14 - RELATED PARTY TRANSACTIONS In the normal course of business, Degussa Dental conducts transactions with Degussa AG and entities under the direct control of Degussa AG (together, "Related Parties"). The Company maintains its cash in a bank controlled by Degussa AG and participates in a cash pool administered by Degussa AG. Degussa Dental companies which are part of the different euro-cash-pools in Germany and the Netherlands deposit their excess cash in overnight cash-pool accounts at a rate of EONIA minus 0.125%. In addition, Degussa Dental sells a portion of its products to entities under the direct control of Degussa AG for resale to third parties. Associated amounts receivable from Related Parties as of the respective balance sheet dates consist of the following: June 30, December 31, 2001 2000 Trade receivables 1,700 6,692 Other receivables -- 3,510 Total 1,700 10,202 Related party interest income of 0.3 million and 1.1 million is recorded in the accompanying combined statements of income for the six months ended June 30, 2001 and the year ended December 31, 2000, respectively. 23 Degussa Dental buys certain raw materials, primarily precious metals, from entities under the direct control of Degussa AG. Associated liabilities due to related parties as of the respective balance sheet dates consist of the following: June 30, December 31, 2001 2000 Trade payables 4,856 3,468 Other payables -- 14,631 Total 4,856 18,099 For the six months ended June 30, 2001 and the year ended December 31, 2000 related party interest expense of 1.2 million and 3.1 million, respectively is recorded in the accompanying combined statements of income. Sale and purchase activity with Related Parties during the six months ended June 30, 2001 and the year ended December 31, 2000 was as follows: 2001 2000 Sales 11,505 15,303 Purchases 92,738 200,512 Historically, Degussa AG has provided services to and incurred costs on behalf of Degussa Dental. The types of services provided include: administrative services, employee benefit administration, insurance, tax services, treasury services, and accounting and reporting. The cost of such services has been allocated based upon service contracts between the relevant parties as well other methods including the use of time estimates, headcount and transaction statistics, working capital ratios and other similar activity- based or financial relationships. Allocated related party expenses of 8.3 million and 17.1 million for the six months ended June 30, 2001 and the year ended December 31, 2000, respectively, are included in the accompanying combined statements of income. While management believes the allocations supporting these expenses is reasonable, such expenses may not be indicative of the costs that would have been incurred if Degussa Dental had performed the related functions or received services as a stand-alone entity. It is not practicable to estimate what these expenses would have been had Degussa Dental operated as an unaffiliated entity. The components of net activity with Degussa AG during the six months ended June 30, 2001 and the year ended December 31, 2000 are as follows: 2001 2000 Creation of short-term debt upon legal formation -- (64,360) Interest expense related to pension obligations not transferred upon legal formation 656 1,438 Common costs incurred and paid by Degussa AG -- 2,200 Distributions to Degussa AG (2,747) (7,223) Contributions from Degussa AG 10,225 -- Other -- 1,305 8,134 (66,640) 24 NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION Six months ended Year ended June 30, December 31, 2001 2000 Interest paid 1,819 2,577 Income taxes paid 1,062 1,947 NOTE 16 - COMMITMENTS, CONTINGENCIES AND SIGNIFICANT RISKS Degussa Dental is subject to various lawsuits, claims and proceedings arising in the normal course of business. Management believes the ultimate disposition of these matters will not have a material adverse effect on the Company's combined financial position or results of operations or liquidity. The Company's future results of operations involve a number of risks and uncertainties. Factors that could affect the Company's future operating results and cause actual results to vary materially from historical results include, but are not limited to, significant seasonal fluctuations relating especially to summer vacation effects on dental practices and laboratories in Germany, as well as overall economic developments, both domestic and foreign, and in particular relating to Germany, the United States, Japan and Brazil. NOTE 17 - SUBSEQUENT EVENT On October 2, 2001 Degussa AG completed the sale of Degussa Dental to DENTSPLY. 25 DEGUSSA DENTAL INDEPENDENT AUDITORS' REPORT The Board of Directors Degussa AG: We have audited the accompanying combined balance sheets of Degussa Dental Group as of June 30, 2001 and December 31, 2000, and the related combined statements of income, equity and comprehensive income, and cash flows for the six months ended June 30, 2001 and the year ended December 3l, 2000. These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Degussa Dental Group as of June 30, 2001 and December 31, 2000, and the results of its operations and its cash flows for the six months ended June 30, 2001 and the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG Deutsche Treuhand-Gesellschaft AG KPMG Deutsche Treuhand-Gesellschaft AG Wirtschaftsprufungsgesellschaft Frankfurt am Main, Germany September 28, 2001 (except as to note 17, which is as of October 2, 2001) 26