-----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, MTiN7dujTagwCYuwvf6xriQ7yUAlOPfqrBln3eklQZst6OZmMuJRAnOdQe2+PyRo Ehw29aqflqmBHpoXxtSNpQ== 0001015402-03-004358.txt : 20031110 0001015402-03-004358.hdr.sgml : 20031110 20031107200836 ACCESSION NUMBER: 0001015402-03-004358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031106 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031110 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: 03986627 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 NOVEMBER 6, 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) n 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 November 6, 2003, the Registrant issued a press release containing earnings information for its third quarter of 2003 ended September 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: November 10, 2003 By: /s/ Dennis L. Gates -------------------------------------- DENNIS L. GATES Senior Vice President and Chief Financial Officer Date: November 10, 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 November 6, 2003 regarding third quarter earnings of the Registrant is filed herewith. EX-99.1 3 doc2.txt EXHIBIT 99.1 SAFEGUARD 95 Enterprise, Suite 100 DENTAL & VISION Aliso Viejo, California 92656-2605 949.425.4300 CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531 SAFEGUARD ANNOUNCES THIRD QUARTER RESULTS ALISO VIEJO, CALIFORNIA (NOVEMBER 6, 2003) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the third quarter and nine months ended September 30, 2003. In commenting on the third quarter results, James E. Buncher, SafeGuard's president and chief executive officer, said, "Our performance continues to improve, supported by an energized organization, effective integration of accretive acquisitions and continued fiscal discipline. Our Texas market is growing through its successful sales efforts, and, with the completion of the Health Net transaction, we have attained the necessary critical mass to better serve our California customers. We are executing our business plan and are excited about the challenges and potential the Health Net transaction holds." Revenue for the three months ended September 30, 2003, was $23.0 million, compared with $20.7 million for the same period in 2002, an increase of 11.1%. The Company reported net income of $564,000, or $0.02 per share, for the quarter ended September 30, 2003, compared with net income of $104,000, or less than $0.01 per share, for the same period last year. Revenue for the nine months ended September 30, 2003, was $68.1 million, compared with $61.6 million for the same period in 2002, an increase of 10.6%. Net income for the nine months ended September 30, 2003, was $1.6 million, or $0.04 per share, compared with net income of $312,000, or $0.01 per share, for the same period last year. During the third quarter of 2003, the Company signed a contract with CaliforniaKids Healthcare Foundation to provide comprehensive primary healthcare services to children ages 2 through 18. Under the terms of the contract, which became effective November 1, 2003, SafeGuard provides dental services to 22,000 children located throughout California. The Company recently announced completion of its previously announced purchase of the dental and vision benefits subsidiaries of Health Net, Inc. (NYSE:HNT). As a result of these transactions, SafeGuard has become one of the largest managed dental and vision benefits providers in California. SafeGuard now has more than 900,000 dental and vision members in California and more than 1.4 million members nationwide, with annual revenues exceeding $150 million. The Health Net Dental and Vision brand name will be retained by Health Net, Inc., which will continue to market dental products through its Health Net medical sales representatives. These private label dental products will be underwritten and administered by SafeGuard. In closing, Mr. Buncher added, "The economy appears to be stabilizing, and we are well positioned to benefit from future growth in our client's workforces. Our company is growing - both in size and respect. We are becoming the 'first choice,' not the alternative. Our commitment to service, supported by our strong financial base, gives us confidence that we can continue to make progress through the remainder of the year and in 2004." 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 1.4 million 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2002, the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, and the Company's Current Reports on Form 8-K, all on file with the U.S. Securities and Exchange Commission.
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------ ------------------ 2003 2002 2003 2002 -------- -------- -------- -------- Premium revenue, net $23,009 $20,682 $68,050 $61,544 Health care services expense 16,118 14,546 47,158 43,772 Selling, general and administrative expense 6,243 6,040 19,162 17,656 -------- -------- -------- -------- Operating income 648 96 1,730 116 Investment and other income 73 92 231 311 Interest expense (76) (84) (262) (115) -------- -------- -------- -------- Income before income taxes 645 104 1,699 312 Income tax expense 81 - 141 - -------- -------- -------- -------- Net income $ 564 $ 104 $ 1,558 $ 312 ======== ======== ======== ======== Net income per share: Basic $ 0.02 $ 0.00 $ 0.04 $ 0.01 Diluted 0.02 0.00 0.04 0.01 Weighted average shares outstanding: Basic 35,729 35,161 35,711 34,817 Diluted 36,421 35,526 36,272 35,374 RECONCILIATION OF OPERATING INCOME TO EBITDA: Operating income $ 648 $ 96 $ 1,730 $ 116 Depreciation and amortization of property and equipment and intangible assets 464 298 1,343 908 -------- -------- -------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 1,112 $ 394 $ 3,073 $ 1,024 ======== ======== ======== ========
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES SELECTED BALANCE SHEET DATA (IN THOUSANDS) (UNAUDITED) SEPT. 30, DEC. 31, 2003 2002 ---------- --------- Cash and short-term investments $ 14,063 $ 12,704 Total current assets 16,296 16,111 Restricted investments in marketable securities 3,091 3,254 Total assets 34,666 34,114 Total current liabilities 13,309 14,093 Long-term debt and other long-term liabilities 3,722 4,010 Stockholders' equity 17,635 16,011
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