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Henry Schein, Inc. (HSIC)

Q4 2009 Earnings Call· Tue, Feb 23, 2010

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Transcript

Operator

Operator

Good morning, ladies and gentlemen, and welcome to the Henry Schein fourth quarter conference call. (Operator instructions) As a reminder the call is being recorded. I would now like to introduce your host of today’s call, Susan Vassallo, Henry Schein's Vice President of Corporate Communications. Please go ahead, Susan.

Susan Vassallo

Management

Thank you, operator, and my thanks to each of you for joining us to discuss Henry Schein's fourth quarter results. If you have not received a copy of our earnings news release, you can access it on our website at henryschein.com. With me this morning are Stanley Bergman, Chairman and Chief Executive Officer of Henry Schein; and Steven Paladino, Executive Vice President and Chief Financial Officer. Before we begin I'd like to state that certain comments made during this call will include information that is forward looking. As you know, risks and uncertainties involved in the company’s business may affect the matters referred to in forward-looking statements. As a result, the company's performance may differ from those expressed in or indicated by such forward-looking statements. Also these forward-looking statements are qualified in their entirety by the cautionary statements contained in Henry Schein's Securities and Exchange Commission filings. The content of this conference call contains time sensitive information that is accurate only as of the date of the live broadcast, today, February 23, 2010. Henry Schein undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this call. I ask that during the Q&A portion of today's call you please limit yourself to a single question and a follow up, before returning to the queue. This will provide the opportunity for as many listeners as possible to ask a question within the one hour we have allotted for the call. With that said I'd like to turn the call over now to Mr. Stanley Bergman.

Stanley Bergman

Management

Thank you, Susan, and good morning, everyone. Thank you for joining us today. We as a team are very pleased to report excellent fourth-quarter and full-year results during what has been a very difficult economic time. Each of our businesses, each of the specific groups posted local currency sales growth during the fourth quarter. We also see indications of positive market trends across the board. Looking at 2009 for the full year, we are reporting growth in net sales of about 2.5%, which includes growth at the local level and local currencies of almost 6%, in fact 5.7%. We are very pleased to report growth in diluted earnings per share from continuing operations for 2009, excluding unusual items of about 10% or $3.20 per share. And if you think about it that we believe is quite good considering the guidance we gave last year or the year before actually in November of 2008, and our ability to deliver on those expectations given all the puts and takes resulting from the dynamics in the marketplace, and also the impact on the inability to provide a full allotment of flu sales. Today we are also pleased to reaffirm financial guidance for 2010. In a moment, I will provide some commentary on each of our four business groups, but first let me ask Steven Paladino, our CFO, to provide an overview of our quarterly financial results. Thank you. Steve.

Steven Paladino

Management

Okay. Thank you, Stan, and good morning everyone. Before I begin I'd like to point out that all of our current and prior year information has been restated to report a small non-core dental wholesale business that was sold in Q3 of this year as a discontinued operation. Also our prior year results were also restated to reflect the wholesale ultrasound business that we sold in 2008 as a discontinued operation, as well as the adoption of new accounting regulations regarding interest expense on our convertible debt. In addition, current and prior year results include a number of unusual items as we detailed on Exhibit B of this morning's press release. I will be referring to income from continuing operations, excluding these unusual items, as non-GAAP. Exhibit B also reconciles our GAAP and non-GAAP income and EPS from continuing operations. For Q4, these unusual non-GAAP adjustments totaled only about $700,000 or $0.01 per diluted share and they were $19.1 million on a full year basis or $0.21 per diluted share. Our net sales for the quarter ended December 26th, 2009 were $1.8 billion, reflecting a 13% increase compared with the fourth quarter of 2008. This consists of an 8% growth in local currencies and a 5% increase related to foreign currency exchange rates. In local currencies, our internally generated sales were up 3% and acquisition growth was approximately 5%. Again you could note the details of our sales growth on Exhibit A of our earnings news release that was issued earlier today. If we look at selling, general, and administrative expenses for the fourth quarter of 2009, they were $389.7 million and that compares with $337.3 million in the prior year's quarter, an increase of $52.4 million. This increase includes a number of items, such as about $17.1 million related…

Stanley Bergman

Management

Thank you Steven. I would like to begin the review of our business groups by starting with the Dental Group that is the North American Dental Group, our business in the dental arena in the United States and Canada. Overall we saw improvements in the dental market during the fourth quarter compared with the third quarter, and we're cautiously optimistic that the dental market will see modest growth in 2010. In particular, the market for dental consumable merchandise showed some further signs of positive trends during the fourth quarter, which was evident in our reported growth of 4% in consumable merchandise sales in local currencies of which about 0.4% was internal growth. We are also continuing to see signs in improvement in the dental equipment market. Although sales once again declined versus the prior year, the rates of decline have slowed considerably from the third quarter, which in turn slowed considerably from the second quarter. Most specifically if we take the year-over-year sales decline for the second quarter, which was about 18% for the third quarter and improved approximately 13%, and for the fourth quarter it narrowed again to about 7%. We believe this trend will continue during 2010, and we see ourselves moving into positive territory as the year progresses. Now let's take a look at our medical group, where we are pleased with the strong results posted by our medical group. As we continued to gain market share in this business, and what we are focused on is the office-space practitioner that is physicians in private practice purchasing consumable products, pharmaceutical products, primarily injectables and equipment. We continue to gain share in this business. During the quarter growth was 5.5% or about 8.1% if you take out the sales of seasonal flu vaccine. So 8% growth in this…

Operator

Operator

(Operator instructions) Your first question is from the line of Glen Santangelo from Credit Suisse.

Glen Santangelo - Credit Suisse

Analyst

Close enough. Steve and Stan, how are you. I just had a couple of quick questions about your dental business. You know, ultimately it looks like your consumable business was back into positive territory even after I exclude acquisitions, but yet your equipment business remains in kind of negative territory, and this is your North American business we're talking about. Am I thinking about that right consumables seem to be ex-acquisitions about 1%, 1.5%, maybe equipment is a little bit, you know, maybe down in the minus 10% range ex-acquisitions. Is that about right?

Steven Paladino

Management

Let me give you. It's close, but it is not, let me give you the exact numbers. Our consumables merchandize, the local currency growth was 4% and ex-acquisitions was 0.4%, okay. On equipment, the decline was 7.2% and ex-acquisitions was 8.2%. Okay.

Glen Santangelo - Credit Suisse

Analyst

Okay, and do you think that is kind of representative of kind of where market growth is or you feel like it is a little better or a little worse than that?

Steven Paladino

Management

You know, I would say it's slightly better than what the market we think was growing in Q4. You know, we do think that we'll see a bit of an acceleration in the market in 2010. I think we think that consumables you know, it's probably going to be growing at the low single-digit rate starting in 2010. This is the market growth rate, and we think that by first half of 2010, we'll still see some declines, but lessening declines in equipment in the market and then maybe by the second half of 2010 into positive territory.

Glen Santangelo - Credit Suisse

Analyst

So Steve, is that the way I should think about your guidance, then on the consumable side kind of low single-digit positive for the year, and then on the equipment basically flattish with negative growth in the first-half, and maybe slightly positive growth in the second half?

Steven Paladino

Management

Yes, I would say yes, you know, again we think those are the market growth rates. So we should do a little bit better than market growth rates. But that is the way our guidance was built.

Glen Santangelo - Credit Suisse

Analyst

And then just two other quick questions. How much did the currency help you from an EPS perspective this quarter?

Stanley Bergman

Management

The currency was about $0.04 per share of EPS benefit. Now when we issued guidance, we're expecting it to be greater than that, but you do recognize that the dollar is now at about $1.36 to the euro and back when we issued guidance that was at about $1.50.

Glen Santangelo - Credit Suisse

Analyst

Okay, and are you assuming a currency tailwind in your 2010 guidance at all or no?

Stanley Bergman

Management

You know, maybe a slight tailwind. You know, right now when you look at our full-year guidance, you know, let me just point out two factors. The first is that while we reiterated guidance, we reiterated guidance while absorbing the expected dilution from Butler, which was $0.02 to $0.04, and we also reiterated guidance with $1 today versus euro at $1.36 and we were expecting it to be a little bit higher than that. So really there is some upside to our core business, even though the guidance is remaining the same. Right now I think that you know, we would expect the dollar maybe to strengthen a little bit going forward but we don't, you know, I talked about on last conference call we were not using in our estimates $1.50. We were using a lower number, and right now if it declines further versus the euro, you know, there would be a little bit of risk but right now we're not expecting that.

Glen Santangelo - Credit Suisse

Analyst

Okay, and then just kind of my last question, some of the other companies kind of commented on the US market versus the international market, can you may be just give us a sense for kind of what you are seeing in terms of the recovery. Is one market moving faster than the other in your opinion?

Stanley Bergman

Management

Well, you know, I would say that you know, the international market you know, in the larger markets we never really saw as much of a decline as we saw in the US market and you know, we posted over the last three or four quarters, high single-digit internal local currency growth in our dental business. Now we're clearly gaining market share, because the market you know, probably just is a slightly positive territory. So I would say international, at least in allied markets [ph], which is primarily Europe and Australia did not decline as much, and right now we're seeing a stronger growth in the markets in the US because it declined you know, at a higher level.

Steven Paladino

Management

Glen, I think it is fair to say that the Canadian market, the German market, the French market, those are the key markets for us plus Australia and New Zealand, are all -- it is quite buoyant. They were good last year and remain relatively strong. The UK and Italy are challenged, and we're doing well because we are gaining market share. The challenge of course lies in Spain.

Glen Santangelo - Credit Suisse

Analyst

All right. Thanks for the comments guys.

Stanley Bergman

Management

Okay.

Operator

Operator

Your next question comes from the line of John Kreger from William Blair.

John Kreger - William Blair

Analyst

Hi, thanks very much. Just a follow up, another question on your international business, are you guys content with the current geographic footprint, or would you look to perhaps expand it further into new markets in 2010?

Stanley Bergman

Management

Well, John there is tremendous opportunity in the markets that we are in. So, well over the $27 billion or $28 billion markets that we are in is in the hands of relatively smaller undercapitalized players. So, in the markets we're in, North America, Western Europe, Australia, and New Zealand, there are still lots of opportunity to do business with more customers, and to sell more to the existing customers, number one. That is a generic statement. Number two, there is still lots of products that we are underweighted in including the specialties area and equipment business, and there is lots and lots of opportunity. Yes, we will continue to take a look at Asia and we had our launch in Hong Kong and in China last year, and that's going okay but it's relatively small and we will look at other markets, but I think from a earnings per share point of view the area of focus remains the markets we're in.

John Kreger - William Blair

Analyst

Great, thanks. And then another related question, now that you clearly have scale, both in North America and in a number of international markets do you feel like you have already realized the global purchasing opportunity across your suppliers or is that still a meaningful opportunity going forward?

Stanley Bergman

Management

One of our clear goals is to continue to improve on supply chain management, and that means increasing our gross profit. Of course some of that is because of mix, some of that will be driven because of mix of product, but a big part of it will be finding ways to procure products at a lower price and that includes both the product itself, but more importantly also taking cost out of the system, and we are working with some of the major brands, all of the major branded manufacturers in that area, but also some of the smaller ones, and in particular some of the commodity manufacturers. So yes, our goal is to continue to expand our operating margins, somewhere between 25% and 50% and a big part of that will come from improvements in gross profits, in fact taking one of our senior executives, Mike Racioppi, we asked him about a year and a half ago to focus exclusively on driving up gross profit corporate-wide and he is really -- he has done very good and his team have done a great job, but he is really at the beginning of that process, lots and lots of opportunity.

John Kreger - William Blair

Analyst

Great, thanks. And just to clarify finally given the addition of Butler to your P&L in 2010, do you think you can still deliver 25 to 50 basis points of EBIT margin improvement this year?

Steven Paladino

Management

Yes, we do John. We think that you know, Butler still has opportunities to expand their operating margin on their own right, and together with us we are still comfortable with that 25 to 50 basis points for 2010.

John Kreger - William Blair

Analyst

Great, thanks.

Operator

Operator

Your next question comes from the line of Jeff Johnson from Robert Baird.

Jeff Johnson - Robert W. Baird

Analyst

Wondering if I could ask a couple of clarifying questions here. Just on the restructuring charges Steve, the $10 million to $12 million that is purely the European restructuring. Is that correct?

Steven Paladino

Management

No, no. The $10 million to $12 million is total companywide, but as I said earlier it is concentrated in Europe. So very high percentage of that $10 million to $12 million is in our European operations and again that was you know, as part of our plan to increase the international operating margins that we've talked about in the past. This will help achieve it, but it does include a small portion related to the North American operations.

Jeff Johnson - Robert W. Baird

Analyst

And is that small portion is some of that Butler, I'm just trying to think, did you absorb the $0.02 to $0.04 dilution from Butler essentially through retaining the Merial relationship, and just that not being as dilutive as maybe your first thought on first path or some of that restructuring Butler related that will just be called out as non-recurring?

Stanley Bergman

Management

No, none of that $10 million to $12 billion is related to Butler integration expenses. You know, that's, you know, when we define restructuring cost, we define it as elimination expenses where we do eliminating personnel or closing facilities that we won't take additional space for, but it does not include the Butler integration expenses, which will be separate and that was in the $0.02 to $0.04 of dilution that we talked about for Butler. With respect to an update on Butler specifically you know, we're feeling good about the 2010 acquisition model. You know, clearly the manufacturer’s situation is a big positive versus what our acquisition model assumed. We have not yet translated that into additional EPS because a big chunk of it eliminates risk where we were looking to transfer you know, customers from product A to product B, and that risk is really eliminated, but so far I think all the indications of Butler is that you know, it's early to you know, to make this statement, but we think that there could be some nice positives, but that was not built into the new guidance, because it's too early really to make that call. The integrations, we are really right in the middle of integration efforts right now.

Jeff Johnson - Robert W. Baird

Analyst

That's fair. I guess, going back to John’s question on the 25 to 50 bps on margin expansion that you feel like you can deliver in 2010. That would be then including the integration expenses with Butler?

Stanley Bergman

Management

That's right. That's all -- it would just exclude the restructuring cost.

Jeff Johnson - Robert W. Baird

Analyst

All right. Well, it is a good number then. Last question, just want to make sure I understood a comment from the first question on the dental market, the consumables and the equipment side, Steve, I think you made the comment that the slight market growth on consumables, and maybe a little bit of eat market growth this year, and kind of what you would include it in your guidance. I thought last quarter you had talked about expectations in 2010 guidance that the dental market really doesn't improve much if anything at all? Just want to make sure I can reconcile those two?

Steven Paladino

Management

Well, you know, I think if you look at in total I think that statement is still correct because you know these low single-digit market for consumables and flattish for equipments, you know, is going to be very low single digits for the overall market. So maybe it's a little bit more optimistic than we were saying last quarter, but it is slight really because, you know, it's really just slight, but it is little bit more optimistic.

Jeff Johnson - Robert W. Baird

Analyst

Then, I would assume in the $0.16 range in the guidance?

Steven Paladino

Management

Yes.

Jeff Johnson - Robert W. Baird

Analyst

Yes. All right. Thanks guys. That's all I have.

Stanley Bergman

Management

Okay.

Operator

Operator

Your next question comes from the line of Larry Marsh from Barclays Capital.

Larry Marsh - Barclays Capital

Analyst

Thanks. Just a couple of follow-ups if I could, first of all, just on the international headcount reduction, have you -- you talked about the potential size of the costs associated with that. What sort of headcount reduction are you envisioning and how is that compared to the total workforce in Europe. And then along those lines, you talked about this is going to be a good step to move to getting that business unit closer to US margins. Where are you now, and what is the realistic goal here for the next, say two years in your international business?

Steven Paladino

Management

Sure. I remember the restructuring, you know, while it is concentrated in international and Europe, it does include also some US and North American position eliminations also. You know, we're probably looking out on a combined basis, you know, something north of about 100 people, Europe and the US markets. The savings that we are expecting from that will be you know, probably $8 million to $10 million on a full-year basis, but because those activities are not going to be completed probably towards the end of this quarter, it will be you know, less for 2010 because we won't get the full-year benefit in 2010. You know, with respect to international operating margins, you know we are continuing to make good progress. Today all in that probably at around 4.5% operating margins. You know, we do see them continuing to grow, you know, our goal remains to be above 6%, and it is important to note that while the goal is still above 6% because of some veterinary acquisitions with lower margins, it's effectively like we've increased the goal because we are absorbing them in also.

Larry Marsh - Barclays Capital

Analyst

Right. I got it. So again 6% expectation or hope or anticipation here in the next two to three years Steve?

Steven Paladino

Management

I would say the next 2 to 2 plus years.

Larry Marsh - Barclays Capital

Analyst

Okay. Just -- great, and mechanically breaking out your US vet business under Butler Schein in the fourth quarter which is the revenue line item, or we are going to get into more details of that organization in the P&L except for revenues, would you have a back out -- assuming you have a big increase in your noncontrolling interest starting in the first quarter, you were ball parking what that number might be?

Stanley Bergman

Management

Well, you know, we haven't given guidance on that specific number, but the plan for Butler and our veterinary business will be to break out the revenue similar to today the way we break out dental and medical and international. We don't plan on specifically showing, you know, the entire P&L, but we will in our conference call provide some additional information and color to the financials on the veterinary business, but it won't be shown as a separate you know, full P&L down to the bottom.

Larry Marsh - Barclays Capital

Analyst

All right, and you are still going to consolidate that along with everything else internationally, so we're not going to get any more clarification of vet international, is that right?

Stanley Bergman

Management

Well, yes we would keep you know, today international includes dental, medical, and vet. You know, we'll think about doing it if it is of interest to investors as providing some color on the components of the dental, you know, medical is smaller than international. You know, really it is dental and vet that are the two big businesses today in the international business, and both the dental and vet businesses in Europe had double-digit local currency internal sales growth for this quarter.

Larry Marsh - Barclays Capital

Analyst

Okay, second thing just back to Jeff’s question on the acquisition modeling, just to confirm when you brought in Butler, you were not anticipating them retaining the full line of Merial business, and the fact that that has been retained is incremental upside to what you had thought when you first announced this. Is that right?

Steven Paladino

Management

Yes, Larry. That is absolutely correct and you know, remember we did when we announced, I think I said publicly that you know, we're not expecting to keep both brands, and now we are keeping both brands. So it eliminates significant risk from our acquisition model, and it certainly will have some upside but again it is too early. We are just in the middle of doing integration you know, with the Butler Schein business, you know, for us to you know, update that any further right now. We'll provide further updates, you know, as 2010 progresses.

Larry Marsh - Barclays Capital

Analyst

And two other quick things. Then you mentioned losing two sales reps, what sort of structure do you have in place to try to keep the people you want to keep, is there any sort of non-compete that are being offered, and signed, and how are we going to be thinking of the potential turnover given some of the overlap that we have with the combined businesses?

Stanley Bergman

Management

Okay, well there is both non-competes that exists for salespeople as well as financial incentive to stay with the company. And I think it's really important to know that that you know, only losing two people is well ahead of what our expectations were in combining this business. So we feel that that is you know, a big positive at this point and you know, at least I believe that the most difficult period has been the first 60 days or 90 days as things are coming together, and the fact that we are well ahead of expectations in retention of sales people, I think will provide some upside benefits assuming that continues going forward.

Larry Marsh - Barclays Capital

Analyst

Great, and just follow up to an update in a conversation we had last quarter, which was components of the guidance this year, it is obviously sort of high single digits, low -- I guess sort of high single digits, low double-digit of where you ended up with some potential benefit from flu. You sort of talked about some benefit of cost cutting in Europe, 8 million to 10 million and obviously Merial was a positive. So I guess are you reaffirming, you just want to be conservative, meaning you are not seeing a lot of top line acceleration in dental or is it you know that incrementally maybe it is -- you feel a little bit more comfortable in the sort of middle part of that range. I just want to make sure hear what you are trying to communicate today given the solid fourth quarter?

Stanley Bergman

Management

Well, you know, I would say that we certainly feel more bullish about our guidance at this time than last quarter, and again as I said earlier even though we didn't technically raise guidance, we did absorb the $0.02 to $0.04 of Butler dilution. We did absorb you know, negative foreign exchange impact from the last quarter. So you know, right now I would say that you know, we are certainly you know, more bullish than we were when we announced the guidance. But you know still only February, the year has a fair amount of you know, things that will happen, and our goal is always to be you know, a little bit conservative on guidance. So we can ensure that we, you know, achieve or exceed guidance, you know, assuming some opportunities present themselves.

Larry Marsh - Barclays Capital

Analyst

Okay. I will stop there. Very good. Thanks.

Operator

Operator

Your next question comes from the line of Lisa Gill of JP Morgan.

Lisa Gill - JP Morgan

Analyst

Hi, thanks very much and good morning. And Steve just as a follow-up to that, maybe you know as we look at the guidance range, $0.16, I know it is still early in the year, but what of the key drivers to get you to the upper end of your guidance range, number one. And then number two, when I look at SG&A in this current quarter it was much higher than I'd anticipated. Was there anything one time that I should be thinking about backing out as I think about a run rate for SG&A going forward?

Steven Paladino

Management

Okay, so on the first part of your question, you know, there is a lot of potential opportunities. You know, we talked about Butler and the integration efforts and the manufacturer situation and sales retention and sales growth. You know, there is probably you know three or four or five key items on Butler that could be you know, be upside to the model. I think you know, we believe that you know, certainly the US dental market is improving, now slight improvement but nonetheless it is improvement from what we've seen in the second half of '09. So we think that you know, one that needs to continue. I think equipment, I think a lot of people in the market you know, the practitioners, delay purchasing equipment. I think there is an opportunity sometime during 2010 where some of that pent-up demand will come out and people will buy equipment that delay buying in '09. Certainly, you know, we think that the restructuring you know, benefits what we believe we've estimated the impact of the restructuring. You know, there is potential upside to have additional benefits there. You know, so Lisa I think there is a lot of opportunities but again you know, we are reiterating the guidance today.

Lisa Gill - JP Morgan

Analyst

No, no. I was talking about the upper end of the guidance range, not above your guidance range. If you look at the range, right it is $0.16. There are clearly things that you are expecting that I believe that when you put the guidance together, you would say this is how we think we would get to a midpoint, right. And if things got materially worse, is it the bottom end. So, are these some of the things that would get you to the upper end and potential upside from Butler that the dental market improving, or those are above and beyond the current guidance range you have out there?

Steven Paladino

Management

Really, the things I mentioned you know, are the areas that you know, could be better than, you know, could get us to the upper end of that range certainly. You know, so I would say that those are the big areas that I can think of off the top of my head. On the second part of your question, you know, one of the big items that for the year and for the quarter, you know, we did have a significant amount of one-time acquisition expenses primarily related to Butler. You know, the Butler costs in Q4 alone were about $3.3 million. I think I said earlier. It was a little bit higher than that if you include some smaller acquisition activities that were expensed. So it was probably about $3.6 million or $3.7 million in total, and that's just in the fourth quarter. And you know, for the year it is probably in the $5 million to $6 million of one-time acquisition expenses. That will be the big item, I think that you know, negatively impact our expense structure in the year. The other items I talked about, you know, when you compare our total expenses this year versus last year, you know, as I said earlier foreign exchange you know, by itself just contributed $70 million more expenses just because of conversion rates, and acquired company's expenses that were not part of the group fourth-quarter of last year contributed an additional $16 million of expenses. So those are the big items I would say that are in 2009 on the SG&A lines.

Lisa Gill - JP Morgan

Analyst

Okay, great. That's is very helpful. And then just one last follow up, on the flu vaccine sales, did you give us any update on the call, I apologize if I missed it.

Stanley Bergman

Management

Yes, we said we achieved our goal of selling 2 million doses of flu vaccine for the quarter that brings the year sales of flu vaccine to 8.5 million doses, which is what we said on the third quarter conference call. So it was really right at what our third quarter target was. We are expecting by the way you know, for 2010 to go back to what I would call normalized flu vaccine levels, which will be in the 13 to 14 million dose range. So that's something that we're expecting for 2010 also.

Lisa Gill - JP Morgan

Analyst

Okay great. Thank you.

Operator

Operator

Your next question comes from the line of Richard Close of Jefferies.

Richard Close - Jefferies

Analyst

Yes, thank you. Congratulations. With respect to this guidance just to be clear, if your growth metrics really don't improve from what you guys just posted in terms of year-over-year growth do you feel the bottom-end of that range is attainable?

Stanley Bergman

Management

Just Richard, when you say our growth metrics, you know, what are you specifically referring?

Richard Close - Jefferies

Analyst

Well, you know, we saw a pretty nice improvement with respect to the decline in the equipment. You saw a nice rebound relatively speaking on the consumables. If they don't necessarily accelerate from here, is that like the bottom end of your guidance range?

Stanley Bergman

Management

Let me answer it this way. You know, we're not looking for significant acceleration in order to achieve our guidance range.

Richard Close - Jefferies

Analyst

Okay.

Stanley Bergman

Management

You know, what we are doing again in 2010 as we did in 2009 is really try to be extremely realistic and conservative on what's happening in the market and you know, if it is a little bit stronger than what our expectations are good. It'll be a next pleasant surprise, but you know, we don't want to build an expense structure to conform to unrealistic sales expectations.

Richard Close - Jefferies

Analyst

With respect to the Butler transaction fees, I think you said 3.3 million in this fourth-quarter, are all those transaction fees done. There is nothing occurring in the first quarter, just to be clear.

Stanley Bergman

Management

Yes, that's correct because again you know, the transaction closed actually the first week of our fiscal Q1 2010, and all the of the cost we incurred prior to that. So there will not be any costs related to the Butler acquisition going forward.

Steven Paladino

Management

However, there will be integration expenses.

Stanley Bergman

Management

That's correct. There will be integration expenses.

Steven Paladino

Management

We had estimated to be 2% to 4% dilutive, however, we are saying that we can absorb that within our stated guidance.

Richard Close - Jefferies

Analyst

All right. I guess on a final question here if you can talk a little bit about on BIOLASE, I think they put out a 8-K talking about changes to their agreement with you recently. Can you provide any additional color there and any updates on how you see that business, and then finally the E4D as well?

Stanley Bergman

Management

Sure. You know, on BIOLASE, you know, we are right now discussing with them. You know, we had our distribution arrangement, which was a one-year arrangement that comes to a conclusion, I believe it's at the end of March and we're talking to them about you know, continue a relationship and going forward, and at this time because we are right in the middle of discussions with them there is really not a formal update, but we do like the product, we would like to continue working with BIOLASE. I think they'd like to continue working with us and you know, hope when we announce our first quarter results we would be able to talk about specifics with that. With respect to E4D, you know, E4D did well again in Q4. I would say that you know, we were continuing to increase our market penetration on a number of total units sold. It happens to be one of the few equipment categories that's doing I would say well that as well as you know, digital equipment of the categories that are doing well on overall equipment, you know, well versus you know, what the overall market is doing, and you know, continued optimism for additional sales growth for E4D going into 2010.

Richard Close - Jefferies

Analyst

And just I guess a final question here. I think you guys mentioned briefly about key metrics for Butler being achieved. Do you want to provide any more details on what those key metrics are?

Stanley Bergman

Management

Well, you know, the few that have already been achieved is one on the manufacturer side that we’ve talked about a couple of times, where we are now selling, you know, the full suite of brands that were sold individually by Schein as well as separately by Butler. The sales force retention is performing you know, better than our initial expectations. That is the second positive, and right now you know, the first phase of the integration again is right in process and that all things seem to be you know, pointing to a very favorable integration. We don't have a big bang. You know, we will be doing an integration you know, in piecemeal. So again, you know, the comment really is right now we feel very good about the Butler transaction and the ability to you know, achieve the financial goals and maybe even have some upside potential, but you know, let us get to you know, some of this integration work before we update that further.

Richard Close - Jefferies

Analyst

Okay, great. Thank you.

Operator

Operator

And we have time for one more question. Your final question comes from the line of Robert Willoughby of Bank of America/Merrill Lynch. Robert Willoughby - Bank of America/Merrill Lynch: Question [ph] to Richard, I mean, do you have any details on specific integration milestones for the Animal Health franchise in terms of distribution center consolidation or IT platform consolidations?

Stanley Bergman

Management

Well, of course the complex integration plan that we've been working on for a while, and yes it's well thought out and there are milestones for specific activities relating to the integration and the merger of our two businesses Henry Schein Animal Health, and the analytic business into the Butler enterprise, and yes there are milestones. Robert Willoughby - Bank of America/Merrill Lynch: Okay, can you share any of those, I guess that is the question, I really didn’t doubt that you didn't have a plan?

Stanley Bergman

Management

Well, I think Steven indicated that earlier on that we expect the integration to be completed by the end of the third quarter. Robert Willoughby - Bank of America/Merrill Lynch: And details in terms of does that entail five distribution center consolidations into one, is there anything that you could share with us?

Steven Paladino

Management

You know, it's a phased approach. In total there will be a reduction of eight distribution centers on the combined business. It will be a phased approach where Stanley said phase one is actually occurring at the end of the first quarter, phase two during the second quarter, and the last phase in the third quarter. You know, but again because of internal reasons, you know, we want to make sure about, you know, we don't provide too much detail. I think next quarter as we announce things internally, we'll be able to provide little bit more detail on additional milestones. Robert Willoughby - Bank of America/Merrill Lynch: Is there anything you could say Steve on just system consolidation, is that a major part of the program here or is that a smaller piece?

Steven Paladino

Management

Well, we will continue to use the Butler systems for the combined business. Remember the Butler business is significantly larger than the Henry Schein business. So the key infrastructure that we're using is the Butler infrastructure. So, there is not really any change in the systems. It's really just migrating the Henry Schein and the old NLS animal health business that was also Henry Schein to the Butler systems, and I would say there are some you know, smaller modifications that need to be made on the Butler systems, but again there is really not any major IT platform change that is needed. Robert Willoughby - Bank of America/Merrill Lynch: And is there any estimate at all? This may be confidential just in terms of when sales reps will know their territories, and who stays and who gets moved?

Stanley Bergman

Management

That's all announced. Really that was announced on the day of the opening of the new venture, really, the 4th or 3rd of January. That's all done.

Steven Paladino

Management

Yes, we have the luxury of the time between announcement and closing, you know, there was a fair amount of time. So we were able to do the detailed work and effective as Stanley just said on the first day of January, whether it is the second or the third, the entire sales force knew all of their new territories and new -- really not new territories but new customer base. And that's why I think we feel very good about only losing two people today because the last 60 days I think was the most significant time period in going forward, you know, with financial incentives and with you know, non-competes and now being comfortable with that, their customer base. I think you know, the risk continues to drop off significantly going forward. Robert Willoughby - Bank of America/Merrill Lynch: That's great. Thank you.

Stanley Bergman

Management

Okay. So thank you everyone. We've gone over the allotted time, but there have been a lot of questions today. So we thank you all for participating in the call as you can tell from our prepared remarks and responses to questions. We remain most enthusiastic about our businesses, our dental, our medical and our animal health businesses here in the United States. International businesses, our technology business, we've grown in market share. In all of these businesses we are seeing internal growth across the board, and we expect to continue to execute our strategic plan in a methodical way. So if you have any questions please feel free to call Steve Paladino at 631-843-5915, Susan Vassallo with a difference of the last four digits 5562, and we look forward to you participating in our call in another 90 days or so. Thank you very much.

Operator

Operator

This concludes today's conference call. You may now disconnect.