-----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, SNtABHpLMmAOC4hofxbIAuEpeBYclfnwJXRXxvNiyne6fBYpksCymmg06aQgxcQl 69WWhaBeIAVHB4pwS9oC9Q== 0000944209-96-000544.txt : 19961120 0000944209-96-000544.hdr.sgml : 19961120 ACCESSION NUMBER: 0000944209-96-000544 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VETERINARY CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000817366 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 954097995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19935 FILM NUMBER: 96667031 BUSINESS ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3103929599 MAIL ADDRESS: STREET 1: 3420 OCEAN PARK BLVD STE 1000 CITY: SANTA MC STATE: CA ZIP: 90405 NT 10-Q 1 NOTIFICATION OF LATE FILING -------------------- UNITED STATES | OMB APPROVAL | SECURITIES AND EXCHANGE COMMISSION -------------------- Washington, D.C. 20549 | OMB Number: | | 3235-0058 | FORM 12b-25 | Expires: | | June 30, 1994 | NOTIFICATION OF LATE FILING | Estimated | | average burden | | hours per | (Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 | [X] Form 10-Q [_] Form N-SAR -------------------- -------------------- For Period Ended: September 30, 1996 | SEC FILE NUMBER | ------------------------------------ | 1-10787 | [_] Transition Report on Form 10-K -------------------- [_] Transition Report on Form 20-F -------------------- [_] Transition Report on Form 11-K | CUSIP NUMBER | [_] Transition Report on Form 10-Q | 925514 10 1 | [_] Transition Report on Form N-SAR -------------------- For the Transition Period Ended: ------------------------------------------- ================================================================================ Read Instruction (on back page) Before Preparing Form. Please Print or Type. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. ================================================================================ If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: - -------------------------------------------------------------------------------- PART I--REGISTRANT INFORMATION - -------------------------------------------------------------------------------- Full Name of Registrant Veterinary Centers of America, Inc. - -------------------------------------------------------------------------------- Former Name if Applicable - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) 3420 Ocean Park Boulevard, Suite 1000 - -------------------------------------------------------------------------------- City, State and Zip Code Santa Monica, CA 90405 - -------------------------------------------------------------------------------- PART II--RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this form | could not be eliminated without unreasonable effort or expense; | (b) The subject annual report, semi-annual report, transition report | on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will [X] | be filed on or before the fifteenth calendar day following the | prescribed due date; or the subject quarterly report or transition | report on Form 10-Q, or portion thereof will be filed on or before | the fifth calendar day following the prescribed due date; and | (c) The accountant's statement or other exhibit required by Rule 12b- 25(c) has been attached if applicable. PART III--NARRATIVE State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED) The registrant recently completed several acquisitions and has experienced delays in obtaining consolidated numbers to complete its financial statements. (ATTACH EXTRA SHEETS IF NEEDED) SEC 1344 (11-91) PART IV--OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Tomas Fuller (310) 392-9599 ------------------------------------ ----------- ------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If the answer is no, identify report(s). [X] Yes [_] No --------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [_] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. SEE EXHIBIT 99 ATTACHED HERETO - -------------------------------------------------------------------------------- Veterinary Centers of America, Inc. ---------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date November 14, 1996 By /s/ Tomas Fuller ---------------------------------- -------------------------------------- Chief Financial Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. - --------------------------------- ATTENTION ------------------------------------ | INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT | | CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). | - -------------------------------------------------------------------------------- GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 (17 CFR 240,12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. 5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T. EX-99 2 PRESS RELEASE EXHIBIT 99 [LETTERHEAD OF VETERINARY CENTERS OF AMERICA, INC.] NEWS RELEASE Veterinary Centers of America, Inc. reports third quarter and nine-month financial results SANTA MONICA, Calif.--Nov. 13, 1996--Veterinary Centers of America Inc. (NASDAQ/NM:VCAI) Wednesday reported revenues of $52.4 million for the third quarter ended Sept. 30, 1996, up 69 percent from revenues of $31.0 million in the third quarter of 1995; and revenues for the nine months ended Sept. 30, 1996 of $129.8 million, up 68 percent from $77.1 million for the same period in 1995. The third quarter results for 1996 include one-time charges associated with acquisitions. As a result, the company reported a net loss for the third quarter of $11.5 million, or 66 cents per share, compared with net income of $1.0 million, or 9 cents per share, in 1995. VCA's current and historical operating results include the results of Pets' Rx, acquired through a pooling of interests merger on June 19, 1996. In addition, during the third quarter of 1996, the company completed the acquisition of The Pet Practice Inc. During the third quarter, the company set out to integrate its operations. As a result, the company recorded a restructuring charge in the third quarter amounting to $12.4 million, which, net of tax, represents a one-time charge against earnings of 71 cents per share. Third quarter earnings, excluding the one-time acquisition related items, decreased 13 percent to $893,000 in 1996 from $1,032,000 in 1995, and declined from 9 cents per share in 1995 to 5 cents per share in 1996 as a result of a 66 percent increase in the weighted average shares outstanding. Consolidated revenues for the nine months ended Sept. 30, 1996, were $129.8 million, up 68 percent from $77.1 million for the same period in 1995. The net loss, including the restructuring charge in 1996, was $12.0 million, or 81 cents per share, compared with net income of $563,000, or 5 cents per share, in the comparable period in 1995 (which reflected a restructuring charge in the first quarter of 1995). When the after tax effect of the restructuring charges in 1995 and 1996, and the impact of the merger costs and the restatement related to the Pets' Rx pooling of interests in the second quarter are excluded, the company posted net income for the nine months ended Sept. 30, 1996, of $4.1 million, or 24 cents per share, compared with $2.3 million, or 21 cents per share, for the same period in 1995. At the conclusion of The Pet Practice Inc. merger in July, the company said that it intended to restructure its animal hospital and laboratory operations in connection with the Pets' Rx and The Pet Practice Inc. acquisitions. Over the next six months, the company expects to complete the process of consolidating the three organizations and to improve operating efficiencies and earnings potential through continued expense reductions. The increases in revenues for the quarter and the nine months were primarily attributable to the company's aggressive acquisition program and the expansion of its laboratory business. In the 12 months subsequent to the third quarter of 1995, the company acquired more than 100 animal hospitals through the acquisition of Pets' Rx and The Pet Practice Inc. In addition, the company completed the acquisition of five veterinary diagnostic laboratories. Bob Antin, chief executive officer of the company, said: "With the acquisition of over 100 animal hospitals in June and July, we more than doubled the number of hospitals we own and operate, solidifying our position as the largest provider of veterinary medicine in the country. "While we are beginning to realize many of the benefits associated with the consolidation, we are facing many challenges integrating the newly acquired hospitals into VCA's hospital network, branding the facilities, implementing information systems, and building infrastructure. As is the case with all large undertakings, we have had to devote substantial management time and resources to this process to minimize the system integration problems that we have faced." Veterinary Centers of America Inc. owns and operates the largest network of free-standing veterinary hospitals and one of the largest networks of veterinary-exclusive clinical laboratories in the country. The company currently provides goods and services to approximately 8,000 animal hospitals nationwide. In addition, VCA is the managing general partner of Vet's Choice, a joint venture with Heinz Pet Products, an affiliate of H.J. Heinz Co. (NYSE:HNZ), which markets and distributes a complete line of specialty pet foods. With the exception of the historical information, the matters discussed above include forward-looking statements that involve risks and uncertainties. Among the important factors that could cause actual results to differ from those indicated in the forward-looking statements are that the success of the company's acquisition program is dependent upon identifying potential acquisition candidates, successfully negotiating favorable terms in the related acquisition agreements and successfully integrating and profitably operating the businesses once acquired. The failure of any of these steps would cause actual results to differ materially from the forward-looking statements discussed above. These and other risk factors are discussed in the company's recent filings with the Securities and Exchange Commission on Forms 8-K, 10-Q and 10-K and the reader is directed to these reports for a further discussion of important factors which could cause actual results to differ materially from those in the forward-looking statements. VETERINARY CENTERS OF AMERICA INC. Consolidated Statements of Operations (Unaudited -- in thousands)
Three months ended Nine months ended Sept. 30, Sept. 30, 1996 1995 1996 1995 Revenues: Animal hospital $36,733 $19,294 $84,247 $47,657 Laboratory 14,775 10,720 42,263 27,485 Pet food 2,151 1,476 6,121 3,107 Eliminations (1,260) (475) (2,792) (1,133) 52,399 31,015 129,839 77,116 Direct costs 39,817 22,668 97,016 57,387 Gross profit: Animal hospital 6,737 3,885 14,387 8,767 Laboratory 4,934 3,968 16,033 9,908 Pet food 911 494 2,403 1,054 12,582 8,347 32,823 19,729 General & administrative: VCA corporate 2,918 1,622 6,866 4,456 Laboratory 1,121 792 3,016 2,157 Pet food 1,165 1,037 3,483 3,112 5,204 3,451 13,365 9,725 Depreciation & amortization 2,335 1,103 4,984 2,767 Restructuring charge 12,362 -- 12,362 1,086 Merger costs -- -- 2,901 -- Operating income (7,319) 3,793 (789) 6,151 Interest expense, net 1,085 694 2,480 1,833 Income before minority interest and income taxes (8,404) 3,099 (3,269) 4,318 Minority interest expense 1,729 891 5,038 2,082 Provision for income taxes 1,336 1,176 3,706 1,673 Net (loss) income $(11,469) $1,032 $(12,013) $ 563 (Loss) earnings per share (66 cents) 9 cents (81 cents) 5 cents Shares used in computing EPS 17,250 11,786 14,890 10,713
Components of net (loss) income: VCA $ 893 $1,345 $4,120 $2,291 Restructuring charge (12,362) -- (12,362) (662) Pre-merger Pets' Rx -- (313) (976) (1,066) Merger costs -- -- (2,795) -- Net (loss) income $(11,469) $1,032 $(12,013) $ 563 Components of (loss) earnings per share: VCA 5 cents 11 cents 24 cents 21 cents Restructuring charge (71 cents) -- (83 cents) (6 cents) Pre-merger Pets' Rx -- (2 cents) (6 cents) (10 cents) Merger costs -- -- (16 cents) -- (Loss) earnings per share (66 cents) 9 cents (81 cents) 5 cents
--30-- CONTACT: Veterinary Centers of America Inc., Santa Monica Bob Antin/Tom Fuller, 310/392-9599 -----END PRIVACY-ENHANCED MESSAGE-----