-----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, ESIJBSWZY33y6mgL5Jrzm2cyf7L1+HnpMMMII0/mNkbsCylKYkOVYF/ajSnzTPTV 7Ywwou3sNGdJ14ObaXunXQ== 0001015402-04-001531.txt : 20040415 0001015402-04-001531.hdr.sgml : 20040415 20040415164408 ACCESSION NUMBER: 0001015402-04-001531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040415 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040415 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: 04736279 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 APRIL 15, 2004 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 April 14, 2004, the Registrant issued a press release containing earnings information for its fourth quarter and year ended December 31, 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: April 14, 2004 By: /s/ Dennis L. Gates ------------------------------- DENNIS L. GATES Senior Vice President and Chief Financial Officer Date: April 14, 2004 By: /s/ Ronald I. Brendzel ------------------------------- RONALD I. BRENDZEL Senior Vice President and Secretary 2 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release, dated April 14, 2004 regarding the fourth quarter and year ended December 31, 2003 earnings of the Registrant is filed herewith. 3 EX-99.1 3 doc2.txt EXHIBIT 99.1 95 Enterprise, Suite 100 SAFEGUARD Aliso Viejo, California 92656-2605 DENTAL & VISION 949.425.4300 CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531 SAFEGUARD ANNOUNCES FOURTH QUARTER AND YEAR-END RESULTS ALISO VIEJO, CALIFORNIA (APRIL 14, 2004) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the fourth quarter and year ended December 31, 2003. In commenting on the 2003 results, James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased with the progress we made during 2003, and believe our momentum will continue in 2004. The fourth quarter of 2003 included two months of combined results from our acquisition of Health Net Dental and Vision. Results for the fourth quarter of 2003 were also positively affected by fewer workdays during November and December due to the holidays and the way weekends fell on the calendar, resulting in lower than normal claims costs for the two months of combined operations. We expect the first quarter of 2004 to return to a more normal pattern of claims costs and continue to believe the Health Net acquisition will result in revenue and earnings growth by the Company. We continue to pursue our going private transaction and will be filing an amended Information Statement with the SEC which includes the 2003 results." Revenue for the three months ended December 31, 2003, was $36.8 million, compared with $21.5 million for the same period in 2002, an increase of 71%. The Company reported income before income taxes of $1.3 million for the quarter ended December 31, 2003, compared with $0.3 million for the same period last year. The Company recognized an income tax benefit of $5.0 million during the fourth quarter of 2003, which was primarily due to a decrease in the valuation allowance against the Company's net deferred tax assets. The net deferred tax assets had been fully reserved since 1999. The valuation allowance was decreased because the Company determined that, based on its recent profitability and future outlook, it is more likely than not that the Company will realize substantially all of its net deferred tax assets. The Company reported net income of $6.3 million, or $0.14 per share, for the quarter ended December 31, 2003, compared with net income of $1.1 million, or $0.03 per share, for the same period last year. Income before income taxes was $0.03 per share for the fourth quarter of 2003, compared to $0.01 per share for the same period in 2002. Revenue for the year ended December 31, 2003, was $104.9 million, compared with $83.0 million for the same period in 2002, an increase of 26%. There was an income tax benefit of $4.8 million during 2003, which was primarily due to a decrease in the valuation allowance against the Company's net deferred tax assets, as discussed above. Net income for the year ended December 31, 2003, was $7.8 million, or $0.20 per share, compared with net income of $1.4 million, or $0.04 per share, for the same period last year. SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years experience. The Company provides dental and vision HMO, PPO, indemnity and ASO products to approximately 1.5 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, June 30, and September 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 INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED YEAR ENDED --------------------------------------- DECEMBER 31, DECEMBER 31, --------------------------------------- 2003 2002 2003 2002 -------- -------- --------- -------- Premium revenue, net $36,841 $21,499 $104,891 $83,043 Health care services expense 26,036 14,165 73,194 57,937 Selling, general and administrative expense 9,522 7,218 28,684 24,874 -------- -------- --------- -------- Operating income 1,283 116 3,013 232 Investment and other income 259 296 490 607 Interest expense (268) (117) (530) (232) -------- -------- --------- -------- Income before income taxes 1,274 295 2,973 607 Income tax expense (benefit) (4,981) (820) (4,840) (820) -------- -------- --------- -------- Net income $ 6,255 $ 1,115 $ 7,813 $ 1,427 ======== ======== ========= ======== Net income per share: Basic $ 0.18 $ 0.03 $ 0.22 $ 0.04 Diluted 0.14 0.03 0.20 0.04 Weighted average shares outstanding: Basic 35,741 35,677 35,719 35,130 Diluted 46,228 36,010 40,244 35,638 RECONCILIATION OF OPERATING INCOME TO EBITDA: Operating income $ 1,283 $ 116 $ 3,013 $ 232 Depreciation and amortization of property and equipment and intangible assets 767 566 2,110 1,474 -------- -------- --------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 2,050 $ 682 $ 5,123 $ 1,706 ======== ======== ========= ======== CALCULATION OF INCOME BEFORE INCOME TAXES PER SHARE: Income before income taxes $ 1,274 $ 295 $ 2,973 $ 607 Interest expense on convertible notes, if applicable 251 -- 442 -- -------- -------- --------- -------- Adjusted income before income taxes 1,525 295 3,415 607 Weighted average diluted shares outstanding 46,228 36,010 40,244 35,638 -------- -------- --------- -------- Income before income taxes per share $ 0.03 $ 0.01 $ 0.08 $ 0.02 ======== ======== ========= ========
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES SELECTED BALANCE SHEET DATA (IN THOUSANDS) (UNAUDITED) DEC. 31, DEC. 31, 2003 2002 --------- --------- Cash and short-term investments $ 28,199 $ 12,704 Total current assets 37,104 16,111 Restricted investments in marketable securities 2,932 3,254 Total assets 71,238 34,114 Total current liabilities 23,588 14,093 Long-term debt and other long-term liabilities 23,760 4,010 Stockholders' equity 23,890 16,011
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