-----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, NPnYwnSxflPAwZILmOnzx626eY6X+K+EHIJvVGlkeFN94m/YS0auZo6OEKnsndLR QFr6OF4m3W+yvPSbYPS7Bw== 0001015402-04-001974.txt : 20040511 0001015402-04-001974.hdr.sgml : 20040511 20040511170005 ACCESSION NUMBER: 0001015402-04-001974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040511 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040511 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: 04796971 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 MAY 11, 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 May 10, 2004, the Registrant issued a press release containing earnings information for its first quarter ended March 31, 2004. 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 at Aliso Viejo, California. SAFEGUARD HEALTH ENTERPRISES, INC. Date: May 11, 2004 By: /s/ Dennis L. Gates ----------------------------------------------- DENNIS L. GATES Senior Vice President and Chief Financial Officer Date: May 11, 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 May 10, 2004 regarding the first quarter ended March 31, 2004 earnings of the Registrant is filed herewith. 3 EX-99.1 2 doc2.txt PRESS RELEASE EXHIBIT 99.1 CONTACT: DENNIS L. GATES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (949) 425-4531 SAFEGUARD ANNOUNCES FIRST QUARTER RESULTS ALISO VIEJO, CALIFORNIA (MAY 10, 2004) - SafeGuard Health Enterprises, Inc. (OTC Bulletin Board: SFGD) today announced results for the first quarter ended March 31, 2004. In commenting on the first quarter results, James E. Buncher, SafeGuard's president and chief executive officer, said, "We are pleased to report increased earnings compared to the same quarter last year and the preceding quarter. The increases in revenue and earnings are primarily due to the acquisition of Health Net Dental and Vision and the continuing integration of that business into our existing operations. The acquired business was similar to our existing California operations and was located close to our National Service Center, which enabled us to quickly begin realizing economies in administrative expenses. We continue to believe that our competitive position is improving in all three of our primary geographic markets - California, Florida and Texas." Revenue for the three months ended March 31, 2004, was $43.5 million, compared with $21.9 million for the same period in 2003, an increase of 99%. Operating income increased to $1.9 million for the first quarter of 2004, compared to $465,000 for the same period in the prior year. The Company reported net income of $1.1 million, or $0.03 per share, for the quarter ended March 31, 2004, compared with net income of $444,000, or $0.01 per share, for the same period last year. SafeGuard Health Enterprises, Inc. is committed to the dental and vision business, with nearly 30 years of 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, 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 MARCH 31, ------------------------ 2004 2003 ----------- ----------- Premium revenue, net $ 43,496 $ 21,912 Health care services expense 31,195 15,093 Selling, general and administrative expense 10,383 6,354 ----------- ----------- Operating income 1,918 465 Investment and other income 122 79 Interest expense (356) (100) ----------- ----------- Income before income taxes 1,684 444 Income tax expense 575 -- ----------- ----------- Net income $ 1,109 $ 444 =========== =========== Net income per share: Basic $ 0.03 $ 0.01 Diluted 0.03 0.01 Weighted average shares outstanding: Basic 35,758 35,693 Diluted 49,768 35,989 RECONCILIATION OF OPERATING INCOME TO EBITDA: Operating income $ 1,918 $ 465 Depreciation and amortization of property and equipment and intangible assets 1,073 420 ----------- ----------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $ 2,991 $ 885 =========== ===========
SAFEGUARD HEALTH ENTERPRISES, INC. AND SUBSIDIARIES SELECTED BALANCE SHEET DATA (IN THOUSANDS) (UNAUDITED) MARCH 31, DEC. 31, 2004 2003 ---------- --------- Cash and short-term investments $ 29,266 $ 28,199 Total current assets 37,037 37,104 Restricted investments in marketable securities 2,940 2,932 Total assets 70,527 71,238 Total current liabilities 21,819 23,588 Long-term debt and other long-term liabilities 23,669 23,760 Stockholders' equity 25,039 23,890
-END- -----END PRIVACY-ENHANCED MESSAGE-----