-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WEwHixCLrfsW5gQILldp0tLXD3Gp7EGGCY6a+4Sp7b8YuIWbeD1SOVIaBnF9aC2x rwEMWVqYfijpis1NmFUvVw== 0001015402-03-003247.txt : 20030813 0001015402-03-003247.hdr.sgml : 20030813 20030813124554 ACCESSION NUMBER: 0001015402-03-003247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030812 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD HEALTH ENTERPRISES INC CENTRAL INDEX KEY: 0000727303 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 521528581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12050 FILM NUMBER: 03839910 BUSINESS ADDRESS: STREET 1: 95 ENTERPRISE T CITY: ALISO VIEJO STATE: CA ZIP: 92656-2601 BUSINESS PHONE: 9494254110 8-K 1 doc1.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AUGUST 12, 2003 Date of Report (Date of earliest event reported) SAFEGUARD HEALTH ENTERPRISES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-12050 52-1528581 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 95 ENTERPRISE, SUITE 100 ALISO VIEJO, CALIFORNIA 92656-2605 (Address of principal executive offices and zip code) (949) 425-4300 (Registrant's telephone number, including area code) (949) 425-4586 (Registrant's facsimile number, including area code) ================================================================================ ITEM 9. REGULATION FD DISCLOSURE The following information, including the press release attached as Exhibit 99.1, is being furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216: On August 12, 2003, the Registrant issued a press release containing earnings information for its second quarter of 2003 ended June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SAFEGUARD HEALTH ENTERPRISES, INC. Date: August 12, 2003 By: /s/ Dennis L. Gates ------------------------------------------------- DENNIS L. GATES Senior Vice President and Chief Financial Officer Date: August 12, 2003 By: /s/ Ronald I. Brendzel ------------------------------------------------- RONALD I. BRENDZEL Senior Vice President and Secretary INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release, dated August 12, 2003 regarding second quarter earnings of the Registrant is filed herewith. EX-99.1 3 doc2.txt PRESS RELEASE EXHIBIT 99.1 [GRAPHIC OMITED] 95 Enterprise, Suite 100 Aliso Viejo, California 92656-2605 949.425.4300 CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531 SAFEGUARD ANNOUNCES SECOND QUARTER RESULTS ALISO VIEJO, CALIFORNIA (AUGUST 12, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the second quarter and six months ended June 30, 2003. In commenting on the second quarter results, James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased with our results for the second quarter and with the positive trends established in the first half of the year. EBITDA for the second quarter increased to $1.1 million, compared with $38,000 for the second quarter of last year. Strong fiscal discipline and the performance of our two acquisitions are contributing to our improved results." Revenue for the three months ended June 30, 2003, was $23.1 million, compared with $20.2 million for the same period in 2002, an increase of 15%. The Company reported net income of $550,000, or $0.02 per share, for the quarter ended June 30, 2003, compared with a net loss of $200,000, or $0.01 per share, for the same period last year. Revenue for the six months ended June 30, 2003, was $45.0 million, compared with $40.9 million for the same period in 2002, an increase of 10%. Net income for the six months ended June 30, 2002, was $1.0 million, or $0.03 per share, compared with net income of $208,000, or $0.01 per share, for the same period last year. In closing, Mr. Buncher added, "The Company is well positioned in its markets. Recent transactions, including the Paramount and Ameritas acquisitions, as well as the pending acquisition of HealthNet's dental and vision subsidiaries, give the Company new products and additional avenues to sell existing products. The integration of the two completed acquisitions is essentially finished, giving the Company increased enrollment and annual revenues. In addition, the Company is benefiting from its recent strategic marketing agreements, including agreements with HumanaDental for the distribution of SafeGuard's dental HMO products to HumanaDental's employer groups in Texas and Florida. In short, we are fulfilling our goal of becoming a stronger competitor in the managed dental and vision businesses by focusing and concentrating our resources on a manageable number of high potential markets." SFGD Announces Second Quarter Results Page 2 August 12, 2003 SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company provides dental HMO, PPO, indemnity and ASO products as well as vision benefit plans to approximately 825,000 members primarily in California, Florida and Texas. For more information, visit SafeGuard's web site at www.safeguard.net. ----------------- SafeGuard notes that statements contained in this news release that are not based on historical facts are forward-looking statements, and as such, are subject to uncertainties and risks that could cause actual results to differ materially from those projected or implied by such statements. These risks, contingencies and uncertainties, many of which are beyond SafeGuard's control, include those risk factors that are set forth in SafeGuard's Annual Report on Form 10-K for the year ended December 31, 2002, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and the Company's Current Reports on Form 8-K, on file with the U.S. Securities and Exchange Commission.
SFGD Announces Second Quarter Results Page 3 August 12, 2003 SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------ 2003 2002 2003 2002 -------- -------- -------- -------- Premium revenue, net $23,129 $20,174 $45,041 $40,862 Health care services expense 15,947 14,676 31,040 29,226 Selling, general and administrative expense 6,565 5,777 12,919 11,616 -------- -------- -------- -------- Operating income (loss) 617 (279) 1,082 20 Investment and other income 79 103 158 219 Interest expense (86) (24) (186) (31) -------- -------- -------- -------- Income (loss) before income taxes 610 (200) 1,054 208 Income tax expense 60 -- 60 -- -------- -------- -------- -------- Net income (loss) $ 550 $ (200) $ 994 $ 208 ======== ======== ======== ======== Net income (loss) per share: Basic $ 0.02 $ (0.01) $ 0.03 $ 0.01 Diluted 0.02 (0.01) 0.03 0.01 Weighted average shares outstanding: Basic 35,711 34,857 35,702 34,835 Diluted 36,366 34,857 36,191 35,481 RECONCILIATION OF OPERATING INCOME TO EBITDA: Operating income (loss) $ 617 $ (279) $ 1,082 $ 20 Depreciation and amortization of property and equipment and intangible assets 459 317 879 610 -------- -------- -------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 1,076 $ 38 $ 1,961 $ 630 ======== ======== ======== ========
SFGD Announces Second Quarter Results Page 4 August 12, 2003 SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES SELECTED BALANCE SHEET DATA (IN THOUSANDS) (UNAUDITED) JUNE 30, DEC. 31, 2003 2002 --------- --------- Cash and short-term investments $ 13,282 $ 12,704 Total current assets 15,616 16,111 Restricted investments in marketable securities 3,153 3,254 Total assets 34,150 34,114 Total current liabilities 12,834 14,093 Long-term debt and other long-term liabilities 4,248 4,010 Stockholders' equity 17,068 16,011
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