-----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, EoRyabdL2dbctW9PXOq4WQiKlQ1HMHlIcx/bmhwjtQ8Gss6ycwdoBxhYoVpPdfpD sWIpqTVU5A4Rk9LILG5wwA== 0000950144-04-008112.txt : 20040811 0000950144-04-008112.hdr.sgml : 20040811 20040811143546 ACCESSION NUMBER: 0000950144-04-008112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSTAR GROUP INC CENTRAL INDEX KEY: 0000055820 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 630590560 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07477 FILM NUMBER: 04966749 BUSINESS ADDRESS: STREET 1: 401 MADISON AVE CITY: MONTGOMERY STATE: AL ZIP: 36104 BUSINESS PHONE: 3348345483 MAIL ADDRESS: STREET 1: 401 MADISON AVE CITY: MONTGOMERY STATE: AL ZIP: 36104 FORMER COMPANY: FORMER CONFORMED NAME: KINDER CARE INC DATE OF NAME CHANGE: 19891114 FORMER COMPANY: FORMER CONFORMED NAME: KINDER CARE LEARNING CENTERS INC/DE/ DATE OF NAME CHANGE: 19870329 8-K 1 g90484e8vk.txt THE ENSTAR GROUP, INC. 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 Date of Report (Date of earliest event reported): August 9, 2004 The Enstar Group, Inc. (Exact Name of Registrant as Specified in its Charter) Georgia 0-07477 63-0590560 (State or other (IRS Employer jurisdiction of incorporation) (Commission File Number) Identification Number) 401 MADISON AVENUE MONTGOMERY, ALABAMA 36104 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (334) 834-5483 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. 99.1 Text of Press Release of The Enstar Group, Inc. ("Enstar"), dated August 9, 2004 ITEM 9. REGULATION FD DISCLOSURE This Current Report on Form 8-K and the information contained in this Item 9 is being furnished to the Securities and Exchange Commission (the "Commission") pursuant to Item 12 of Form 8-K, "Disclosure of Results of Operations and Financial Condition," as directed by the Commission in Release No. 34-47583. See Item 12 below. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 9, 2004, Enstar issued a press release ("Press Release") announcing its financial results for the second quarter of 2004. A copy of the Press Release is attached hereto as Exhibit 99.1, which is incorporated herein by reference in its entirety. 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. Date: August 11, 2004 THE ENSTAR GROUP, INC. By: /s/ Cheryl D. Davis ---------------------------------- Cheryl D. Davis Chief Financial Officer, Vice President of Corporate Taxes and Secretary EX-99.1 2 g90484exv99w1.txt EX-99.1 TEXT OF PRESS RELEASE EXHIBIT 99.1 [ENSTAR LOGO] Press Release Date: August 9, 2004 Contact: Amy M. Dunaway For Release: Immediately Telephone: (334) 834-5483 THE ENSTAR GROUP, INC. REPORTS SECOND QUARTER RESULTS Montgomery, Alabama - August 9, 2004. The Enstar Group, Inc. ("Enstar" or the "Company") (Nasdaq:ESGR) today reported its earnings and financial position for the quarter ended June 30, 2004. Enstar reported net income of $703,000 and $1,801,000, or $.12 and $.31 per diluted share, for the three and six month periods ended June 30, 2004, compared to $2,103,000 and $2,172,000 million, or $.36 and $.37 per diluted share, for the same periods last year. The decreases in net income for the three and six month periods ended June 30, 2004, compared to the same periods in the prior year were primarily attributable to changes in the earnings of Castlewood Holdings Limited and B.H. Acquisition Limited, Enstar's partially owned equity affiliates, and to the absence in 2004 of earnings from B-Line LLC, due to its sale in 2003. Increased earnings from Enstar's interest in JCF CFN LLC partially offset the decreases from Enstar's interests in its other partially owned equity affiliates. The Company's total assets were $154,928,000 at June 30, 2004, consisting primarily of $66,462,000 in cash, cash equivalents and certificates of deposit and $87,795,000 in ownership of operating businesses. Total assets were $152,449,000 at December 31, 2003. Shareholders' equity was $137,981,000 at June 30, 2004, up from $134,483,000 at December 31, 2003. Enstar continues to actively search for additional operating businesses that meet its acquisition criteria. The worldwide search is principally focused on the financial services industry. THE ENSTAR GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, Dec. 31, 2004 2003 -------- -------- (dollars in thousands) (unaudited) Total assets $154,928 $152,449 ======== ======== Total liabilities $ 6,745 $ 6,517 Minority interest 10,202 11,449 Total shareholders' equity 137,981 134,483 -------- -------- Total liabilities and shareholders' equity $154,928 $152,449 ======== ========
MORE THE ENSTAR GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three Months Ended June 30, ----------------------------- 2004 2003 ---------- ---------- (dollars in thousands, except per share data) (unaudited) Interest income $ 201 $ 242 Earnings of partially owned equity affiliates 1,980 3,360 Other income 198 183 General and administrative expenses (780) (823) ---------- ---------- Income before income taxes and minority interest 1,599 2,962 Income taxes (450) (740) ---------- ---------- Income before minority interest 1,149 2,222 Minority interest (446) (119) ---------- ---------- Net income $ 703 $ 2,103 ========== ========== Comprehensive income $ 826 $ 2,154 ========== ========== Weighted average shares outstanding - basic 5,485,240 5,465,753 ========== ========== Weighted average shares outstanding - assuming dilution 5,778,593 5,887,048 ========== ========== Net income per common share - basic $ .13 $ .38 ========== ========== Net income per common share - assuming dilution $ .12 $ .36 ========== ==========
Six Months Ended June 30, ----------------------------- 2004 2003 ---------- ---------- (dollars in thousands, except per share data) (unaudited) Interest income $ 378 $ 479 Earnings of partially owned equity affiliates 4,980 4,385 Other income 298 283 General and administrative expenses (1,507) (1,613) ---------- ---------- Income before income taxes and minority interest 4,149 3,534 Income taxes (1.279) (1,243) ---------- ---------- Income before minority interest 2,870 2,291 Minority interest (1,069) (119) ---------- ---------- Net income $ 1,801 $ 2,172 ========== ========== Comprehensive income $ 2,000 $ 2,198 ========== ========== Weighted average shares outstanding - basic 5,475,496 5,465,753 ========== ========== Weighted average shares outstanding - assuming dilution 5,773,744 5,864,585 ========== ========== Net income per common share - basic $ .33 $ .40 ========== ========== Net income per common share - assuming dilution $ .31 $ .37 ========== ==========
*** MORE This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of Enstar and its management team. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements contained in this press release are set forth in the Safe Harbor Compliance Statement for Forward-Looking Statements included as Exhibit 99.1 to Enstar's Form 10-K for the year ended December 31, 2003, and are hereby incorporated herein by reference. ### -----END PRIVACY-ENHANCED MESSAGE-----