-----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, OEYKbch8v6ysKfUWHOmi4avK+jalGOJUl0y0QPIYPcfLBZTlmeFxE15YuET85w7/ D0Ev4EygxE50PEYQIdI3PQ== 0001157523-04-010117.txt : 20041029 0001157523-04-010117.hdr.sgml : 20041029 20041029165247 ACCESSION NUMBER: 0001157523-04-010117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DENTEX CORP /MA/ CENTRAL INDEX KEY: 0000913616 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 042762050 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23092 FILM NUMBER: 041107003 BUSINESS ADDRESS: STREET 1: 526 BOSTON POST ROAD CITY: WAYLAND STATE: MA ZIP: 01778 BUSINESS PHONE: 5083584422 MAIL ADDRESS: STREET 1: 526 BOSTON POST ROAD CITY: WAYLAND STATE: MA ZIP: 01778 8-K 1 a4754379.txt NATIONAL DENTEX CORPORATION 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2004 (Date of Report (date of earliest event reported) NATIONAL DENTEX CORPORATION (Exact name of registrant as specified in its charter) Commission file number 000-23092 MASSACHUSETTS 04-2762050 (State or Other (I.R.S. Employer Jurisdiction of Identification No.) Incorporation or Organization) 526 Boston Post Road, 01778 Wayland, MA (Address of Principal (Zip Code) Executive Offices) (508) 358-4422 (Registrant's Telephone No., including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. On October 29, 2004, National Dentex Corporation issued a press release announcing its unaudited results of operations for the third fiscal quarter of 2004. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Form 8-K, including the exhibit, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press release of National Dentex Corporation dated October 29, 2004. 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. NATIONAL DENTEX CORPORATION (Registrant) October 29, 2004 By: /s/ Richard F. Becker, Jr. ------------------------------ Richard F. Becker, Jr. Vice President, Treasurer and Chief Financial Officer Exhibit Index 99.1 Press release of National Dentex Corporation dated October 29, 2004. EX-99.1 2 a4754379ex991.txt NATIONAL DENTEX CORPORATION EXHIBIT 99.1 Exhibit 99.1 National Dentex Corporation Announces Third Quarter 2004 Results WAYLAND, Mass.--(BUSINESS WIRE)--Oct. 29, 2004--National Dentex Corporation (NASDAQ: NADX), one of the largest owner/operators of dental laboratories in the United States, today announced its results for the third quarter ended September 30, 2004. Sales for the quarter totaled $27,395,000 compared with $24,358,000 a year earlier. Net income for the quarter was $980,000 or $.27 per share on a diluted basis compared to $1,277,000 or $.37 per share on a diluted basis in 2003. For the nine months ended September 30, 2004, sales were $84,154,000 compared to $73,505,000 for the same period in 2003. Net income was $4,742,000 or $1.31 per share on a diluted basis compared to $4,259,000 or $1.23 per share on a diluted basis for the comparable period of 2003. David L. Brown, President and CEO, stated: "Sales, while up 12.5% in the current quarter, were below our expectations. Following the recent hurricanes throughout the southeastern United States, our laboratories in those areas lost a combined total of 24 operating days due to their closure for various amounts of time. We did pay our employees during this difficult time and appreciate their efforts and support they give us on a day to day basis. Additionally, as one would expect, the amount of dentistry being done in those areas affected slowed down during the period after the storms. We are now seeing a return to normalcy at the laboratories that were involved. Fortunately we were spared any additional costs since no major physical damage was incurred at any of our locations as a result of those storms. Mr. Brown further added: "In addition, we incurred expenses related to compliance requirements with the Sarbanes-Oxley Act, specifically as it relates to Section 404. Due to our structure of 40 locations spread across the country, the levels of testing and documentation needed to satisfy these new requirements will result in higher expenditures than if operations were concentrated in a single or only a few locations. During the third quarter we expended approximately $360,000 on this project. While we anticipate a similar level of expense during the fourth quarter, we do not believe this level of financial commitment will be required in subsequent years since we believe most of this expense relates to the initial cost of documenting and testing these controls. In the meantime we will continue our efforts to support and strengthen our commitment to good corporate governance and the interests of our shareholders. Mr. Brown continued: "On the positive side, in August we announced the acquisition of D. H. Baker Dental Laboratory, of Traverse City, Michigan. D. H. Baker had sales in excess of $4,000,000 in their last fiscal year ended December 31, 2003. We are pleased to add Doug Baker and his team to our family of laboratories and look forward to contributions, both financially and technically from them. We continue to have discussions with a number of potential acquisition candidates. We remain firmly committed to our acquisition program and its potential to create value for shareholders." National Dentex Corporation serves an active customer base of over 20,000 dentists through dental laboratories located in 29 states. National Dentex's dental laboratories provide a full range of custom-made dental prosthetic appliances, including dentures, crowns and fixed bridges, and other dental specialties. This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding our future financial performance, acquisition activity, and marketplace competitiveness, that are based on our current expectations, beliefs, assumptions, estimates, forecasts and projections about the industry and markets in which National Dentex operates. The statements contained in this release are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements. Important factors that may affect future operating and financial results include the timing, duration and effects of adverse changes in overall economic conditions, the Company's ability to acquire and successfully operate additional laboratories, governmental regulation of health care, trends in the dental industry towards managed care, increases in labor, benefits and material costs, product development risks, technological innovations, and other risks indicated from time to time in the Company's filings with the Securities and Exchange Commission. National Dentex Corporation Earnings Results (Unaudited) (In Thousands, except per share data) Quarter Ended Nine Months Ended September 30, September 30, ----------------- ----------------- 2003 2004 2003 2004 ----------------- ----------------- Net Sales $24,358 $27,395 $73,505 $84,154 Cost of Goods Sold 14,789 16,734 44,075 49,894 ----------------- ----------------- Gross Profit 9,569 10,661 29,430 34,260 Operating Expenses 7,580 8,905 22,452 26,041 ----------------- ----------------- Operating Income 1,989 1,756 6,978 8,219 Other Expense 90 112 218 287 Interest (Income) Expense (6) 10 (21) 28 ----------------- ----------------- Income Before Tax 1,905 1,634 6,781 7,904 Income Taxes 628 654 2,522 3,162 ----------------- ----------------- Net Income $1,277 $980 $4,259 $4,742 ================= ================= Weighted Average Shares Outstanding: - Basic 3,428 3,463 3,418 3,450 - Diluted 3,497 3,662 3,464 3,631 Net Income per Share: - Basic $0.37 $0.28 $1.25 $1.37 - Diluted $0.37 $0.27 $1.23 $1.31 National Dentex Corporation Selected Balance Sheet Data (In thousands) December 31, September 30, 2003 2004 --------------------------------------- (Unaudited) Cash and Equivalents $1,835 $2,826 Accounts Receivable - net 11,914 12,562 Current Assets 21,930 23,667 Current Liabilities 9,678 11,222 Working Capital 12,252 12,445 Total Assets 72,233 79,174 Long Term Obligations 2,415 2,505 Stockholders' Equity $60,140 $65,447 CONTACT: National Dentex Corporation Richard F. Becker, 508-358-4422 -----END PRIVACY-ENHANCED MESSAGE-----