-----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, EuHl/wrTupvztMj3R8Nhr1HuogxHqec7UalMTMGJD001K0znAzk3t/yG1Yf9SXQe 7vSGLkUQwwAykwcb2mDQZQ== 0001157523-06-002138.txt : 20060301 0001157523-06-002138.hdr.sgml : 20060301 20060301130119 ACCESSION NUMBER: 0001157523-06-002138 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060301 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060301 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: 06654260 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 a5092117.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 March 1, 2006 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 March 1, 2006, National Dentex Corporation issued a press release announcing its results of operations for the fourth fiscal quarter and full fiscal year ended December 31, 2005. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information under Item 2.02 of 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 (d) Exhibits 99.1 Press release of National Dentex Corporation dated March 1, 2006. 2 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) March 1, 2006 /s/ Richard F. Becker, Jr. By:.................................... Richard F. Becker, Jr. Executive Vice President, Treasurer and Chief Financial Officer 3 Exhibit Index 99.1 Press release of National Dentex Corporation dated March 1, 2006. 4 EX-99.1 2 a5092117-ex991.txt EXHIBIT 99.1 Exhibit 99.1 National Dentex Corporation Announces Fourth Quarter and Full Year 2005 Results WAYLAND, Mass.--(BUSINESS WIRE)--March 1, 2006--National Dentex Corporation (NASDAQ: NADX), one of the largest owner/operators of dental laboratories in the United States, today announced its results for the fourth quarter and year ended December 31, 2005. Sales for the quarter totaled $34,339,000 compared with $27,599,000 a year earlier, an increase of 24.4%. Net income for the quarter was $1,344,000 or $.24 per share on a diluted basis compared to $621,000 or $.11 per share on a diluted basis in 2004. For the full year ended December 31, 2005, sales increased 21.6% to $135,843,000 compared to $111,753,000 for the same period in 2004. Net income increased 37.4% to $7,089,000 or $1.27 per share on a diluted basis from $5,159,000 or $.94 per share on a diluted basis for the comparable period of 2004. Commenting on today's announcements, David Brown, President and CEO, stated: "We have for several years worked diligently at positioning National Dentex as a leader in the industry from the perspective of both our clients and other dental laboratories, through the Reliance(TM) program and our participation in industry-wide organizations and initiatives. The results of 2005 show returns along both fronts of our strategy. Our sales growth of 24.4% for the quarter and 21.6% for the year included internal sales growth, measured as sales at dental laboratories owned for both the years ended December 31, 2005 and 2004, of 6.1% for the quarter and 3.7% for the year. On both a quarterly and an annual basis, these sales growth figures represent improvements over results obtained over the past several years. We have worked extremely hard at training our technical team to respond timely to our clients' needs. We continue to believe that our future growth depends on maintaining and growing this existing base of our business by ensuring we meet or exceed the expectations of our clients." Mr. Brown added: "From an acquisition point of view we have aimed to position National Dentex as a leader in our industry that truly values its employees and is focused on providing high client service. As our achievements in these areas are more widely acknowledged in our industry, we continue to look for business opportunities with companies that share this commitment to employees and client service. Our acquisitions in 2005 of Green Dental Laboratories and Wornson Polzin Dental Laboratory are examples of laboratories that we believe embrace this commitment, and thereby have helped further strengthen our industry position in the eyes of clients and other companies." Mr. Brown concluded: "While we are happy with the results we obtained last year, we are not content to rest on our laurels, and remain committed to exploring ways in which we can build on our existing platform and further enhance our position as a leader in our industry." About National Dentex National Dentex Corporation serves an active customer base of over 22,000 dentists through 45 dental laboratories located in 30 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. Safe Harbor Statement This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding our future financial performance, acquisition activity, marketplace competitiveness, opportunities, and expected courses of action, 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 and other developments that directly or indirectly affect consumer decisions as to whether and when to have dental procedures performed; National Dentex's ability to acquire new laboratories and its capacity to integrate and successfully operate previously acquired 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; competition from other dental laboratories, including increased competition from dental laboratories located in foreign countries with lower labor and benefits costs, such as China; compliance with evolving federal securities, accounting, and marketplace rules and regulations applicable to publicly-traded companies on the Nasdaq National Market; and other risks indicated from time to time in National Dentex's filings with the Securities and Exchange Commission. National Dentex Corporation Earnings Results (In Thousands, except per share data) Quarter Twelve Months Ended Ended December 31, December 31, ---------------- ------------------ 2004 2005 2004 2005 ---------------- ------------------ Net Sales $27,599 $34,339 $111,753 $135,843 Cost of Goods Sold 17,059 20,325 66,953 78,380 ---------------- ------------------ Gross Profit 10,540 14,014 44,800 57,463 Operating Expenses 9,375 11,600 35,755 44,729 ---------------- ------------------ Operating Income 1,165 2,414 9,045 12,734 Other Expense 117 284 405 646 Interest (Income) Expense 14 125 42 665 ---------------- ------------------ Income Before Tax 1,034 2,005 8,598 11,423 Income Taxes 413 661 3,439 4,334 ---------------- ------------------ Net Income $621 $1,344 $5,159 $7,089 ================ ================== Weighted Average Shares Outstanding: - Basic 5,220 5,405 5,187 5,333 - Diluted 5,516 5,684 5,465 5,601 Net Income per Share: - Basic $.12 $.25 $.99 $1.33 - Diluted $.11 $.24 $.94 $1.27 National Dentex Corporation Selected Balance Sheet Data (In thousands) December December 31, 31, 2004 2005 ---------- ---------- Cash and Equivalents $2,216 $401 Accounts Receivable - net 12,992 15,064 Current Assets 23,527 25,301 Current Liabilities 9,777 14,684 Working Capital 13,750 10,617 Total Assets 81,831 117,119 Long Term Obligations 5,171 26,361 Stockholders' Equity $66,883 $76,074 CONTACT: National Dentex Corporation Richard F. Becker, 508-358-4422 Executive Vice President, Treasurer & CFO -----END PRIVACY-ENHANCED MESSAGE-----