-----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, Sfb1GuseE0jKH1A+h1Q1ShH6Da81gpWLI5x0h4DWrGjrNOKlsbGQqeBv+MWLnD8h Mp62lRhSfnW05iqOdLGf/g== 0001011438-02-000167.txt : 20020414 0001011438-02-000167.hdr.sgml : 20020414 ACCESSION NUMBER: 0001011438-02-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VCA ANTECH 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16783 FILM NUMBER: 02556036 BUSINESS ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 BUSINESS PHONE: 310-584-65 MAIL ADDRESS: STREET 1: 12401 WEST OLYMPIC BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90064-1022 FORMER COMPANY: FORMER CONFORMED NAME: VETERINARY CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19940328 8-K 1 form8-k.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 Date of Report (Date of earliest event reported): February 21, 2002 VCA ANTECH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-10787 95-4097995 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12401 West Olympic Boulevard, Los Angeles, California 90064-1022 (Address of Principal Executive Offices) (310) 571-6500 (Registrant's Telephone Number) ITEM 5. OTHER EVENTS Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for VCA Antech, Inc. for its fourth quarter and the year ended December 31, 2001 as presented in the press release of February 21, 2002. Attached hereto as Exhibit 99.2 and incorporated by reference herein is financial guidance information for VCA Antech, Inc. and forward-looking statements relating to 2002 as presented in the press release of February 21, 2002. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Financial information for VCA Antech, Inc. for its fourth quarter and year ended December 31, 2001. 99.2 Financial guidance information for VCA Antech, Inc. and forward looking statements relating to 2002. Page 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 hereunto duly authorized. February 21, 2002 VCA Antech, Inc. /S/ TOM FULLER ----------------------------------- By: Tom Fuller Its: Chief Financial Officer Page 3 EXHIBIT INDEX EXHIBITS 99.1 Press Release dated February 21, 2002. 99.2 Press Release dated February 21, 2002. Page 4 EX-99 3 exhibit99-1.txt EXHIBIT 99.1 VCA ANTECH, INC. REPORTS FOURTH QUARTER AND YEAR END FINANCIAL RESULTS COMPANY BEATS CONSENSUS ESTIMATE BY $0.04 PER SHARE - FOURTH QUARTER ADJUSTED NET LOSS FOURTH QUARTER REVENUE INCREASES 12.4% TO A RECORD $96.0 MILLION FOURTH QUARTER ADJUSTED EBITDA(1) INCREASES 15.0% TO $18.4 MILLION LABORATORY BUSINESS ACHIEVES INTERNAL REVENUE GROWTH OF 15.4% FOR THE QUARTER AND 12.5% FOR THE YEAR HOSPITAL BUSINESS ACHIEVES SAME-FACILITY REVENUE GROWTH OF 6.4% FOR THE QUARTER AND 5.0% FOR THE YEAR LOS ANGELES, CA, FEBRUARY 21, 2002 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF), a leading animal health care company in the United States, today reported financial results for its fourth quarter and the year ended December 31, 2001. Revenue for the fourth quarter ended December 31, 2001 increased 12.4% to a record $96.0 million from revenue of $85.4 million in the same quarter last year. For the year ended December 31, 2001, revenue increased 13.2% to a record $401.4 million from $354.7 million in 2000. Earnings before interest, taxes, depreciation and amortization, minority interest and non-recurring items discussed in footnote (1), below, ("Adjusted EBITDA") increased 15.0% in the fourth quarter of 2001 to $18.4 million from $16.0 million in the fourth quarter of 2000. For the year ended December 31, 2001, Adjusted EBITDA increased 21.6% to $89.4 million from $73.5 million in 2000. Net loss per common share, before extraordinary items and excluding the after tax impact of the certain items as provided in the Supplemental Operating Statement Data, below, was $(0.13) and $(0.52) for the quarter and year ended December 31, 2001, respectively. In the fourth quarter of 2001, the Company completed its initial public offering of 17.4 million shares of common stock and the sale of $170.0 million of 9.875% senior subordinated notes. With the net proceeds of these offerings, the Company repaid certain debt obligations and redeemed in full all outstanding redeemable preferred stock, which resulted in a non-cash extraordinary loss on early extinguishment of debt of $10.2 million, net of taxes. Also in connection with these financings, the Company restructured certain management agreements and wrote down certain related assets that resulted in a non-cash charge of $9.9 million and a cash charge of $8.0 million. If these items were excluded, the net loss available to common shareholders would have been $3.4 million, or $(0.13) per common share. Including these items, the company reported a fourth-quarter net loss per common share of $(0.97). Page 1 Bob Antin, Chairman and CEO, stated, "In the fourth quarter of 2001, we completed a successful initial public offering of our common stock and the concurrent sale of 9.875% senior subordinated notes, which raised net proceeds of over $330 million and put in place a more stable and cost effective long-term capital structure. We also ended 2001 with a very strong fourth quarter. We experienced outstanding revenue and EBITDA growth in both our laboratory and hospital segments. On a 12.4% revenue increase in the fourth quarter, Adjusted EBITDA increased 15.0% over the prior year quarter as we continue to achieve operating leverage in both businesses. "Our laboratory division continues to realize the benefits of our market leadership position. On a 15.4% increase in laboratory revenue for the quarter, we achieved a 23.6% increase in laboratory EBITDA, to $10.3 million. Laboratory EBITDA margin for the fourth quarter increased to 31.3% in 2001 from 29.3% in 2000. For the year, laboratory EBITDA increased 17.3% to $45.6 million in 2001 from $38.8 million in 2000. Laboratory revenue for the year increased 12.9% to $134.7 million from $119.3 million in 2000. For the year, laboratory EBITDA margin increased to 33.8% in 2001 from 32.5% in 2000. Laboratory internal revenue growth was 15.4% for the quarter and 12.5% for the year. "Our hospital division achieved a 20.7% increase in hospital EBITDA to $10.5 million for the fourth quarter on an 11.3% revenue increase. Fourth quarter hospital EBITDA margin increased to 16.3% in 2001 from 15.0% in 2000. For the year, we achieved a 24.8% increase in hospital EBITDA to $53.7 million in 2001 from $43.0 million in 2000. Hospital revenue increased 13.1% to $272.1 million in 2001 compared to $240.6 million in 2000. Hospital EBITDA margin increased to 19.7% in 2001 from 17.9% in 2000. Hospital same-facility revenue growth was 6.4% for the quarter and 5.0% for the year." VCA Antech, Inc. will discuss fourth quarter and year-end earnings during a conference call on Thursday, February 21, 2002 at 4:30 p.m. Eastern Time. The call will be broadcast live on the Internet and can be accessed by visiting the Company's website at HTTP://INVESTOR.VCAANTECH.COM. The conference call can be accessed via telephone by dialing (800) 289-0496. Interested parties should call at least ten minutes prior to the conference call to register. In addition, a replay of the call can be accessed until 12:00 a.m. Eastern Time on Thursday, February 28, 2002 by visiting the Company's website or by calling (888) 203-1112. With the exception of the historical information, the matters discussed above include forward-looking statements that involve risks and uncertainties. Actual results may vary substantially as a result of a variety of factors. Among the important factors that could cause actual results to differ are the level of direct costs and the ability of the Company to maintain gross revenue at a level necessary to maintain gross profit margins, the level of selling, general and administrative costs, the effects of competition, the efficient integration of the Company's acquisitions, the effects of the Company's recent acquisitions and its ability to effectively manage its growth, the ability of the Company to service its debt, the continued implementation of its management information systems, pending litigation and governmental investigations, general economic conditions, and the results of the Company's acquisition program. These and other risk factors are discussed in the Company's recent filings with the Securities and Exchange Commission on Forms S-1 and S-4 and the reader is directed to these statements for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. VCA ANTECH, INC. owns, operates and manages the largest network of free-standing veterinary hospitals and the largest network of veterinary-exclusive clinical laboratories in the country. Page 2
VCA ANTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED - IN THOUSANDS) Three Months Year Ended December 31, Ended December 31, --------------------------- -------------------------- 2001 2000 2001 2000 ----------- ----------- ----------- ---------- Revenue: Hospitals $ 64,448 $ 57,908 $ 272,113 $ 240,624 Laboratory 32,856 28,469 134,711 119,300 Other 500 500 2,000 925 Eliminations (1,807) (1,471) (7,462) (6,162) ----------- ----------- ----------- ---------- 95,997 85,406 401,362 354,687 ----------- ----------- ----------- ---------- Direct Costs 69,772 63,518 281,814 254,787 Gross Profit: Hospitals 13,299 11,130 63,421 52,234 Laboratory 12,426 10,258 54,127 46,741 Other 500 500 2,000 925 ----------- ----------- ----------- ---------- 26,225 21,888 119,548 99,900 ----------- ----------- ----------- ---------- General and administrative: Hospitals 2,800 2,430 9,763 9,249 Laboratory 2,129 1,926 8,566 7,914 Corporate 3,339 2,173 14,105 9,831 ----------- ----------- ----------- ---------- 8,268 6,529 32,434 26,994 ----------- ----------- ----------- ---------- Depreciation and amortization 6,045 5,678 25,166 18,878 Management agreements restructuring 17,552 - 17,552 - Write-down and loss on sale of assets 334 - 9,079 - Non-cash compensation charges - - 7,611 555 Recapitalization costs - - - 34,268 ----------- ----------- ----------- ---------- Operating (loss) income (5,974) 9,681 27,706 19,205 Interest expense, net 10,531 11,459 42,918 19,892 Loss on investments, net - 5,000 - 1,800 Other (income) expense (65) - 168 - Minority interest expense 335 258 1,439 1,066 ----------- ----------- ----------- ---------- Loss before taxes and extraordinary items (16,775) (7,036) (16,819) (3,553) Provision (benefit) for income taxes (6,296) (510) 445 2,199 ----------- ----------- ----------- ---------- Loss before extraordinary item (10,479) (6,526) (17,264) (5,752) Extraordinary loss on early extinguishment of debt, net of taxes 10,159 - 10,159 2,659 ----------- ----------- ----------- ---------- Net loss (20,638) (6,526) (27,423) (8,411) Page 3 Increase in carrying amount of redeemable Preferred Stock 3,568 4,851 19,151 5,391 ----------- ----------- ----------- ---------- Net loss available to common stockholders $ (24,206) $ (11,377) $ (46,574) $ (13,802) =========== =========== =========== ========== Loss per common share: Loss before extraordinary item $ (0.56) $ (0.65) $ (1.87) $ (0.05) Extraordinary loss on early Extinguishment of debt (0.41) - (0.52) (0.01) ----------- ----------- ----------- ---------- Loss per common share $ (0.97) $ (0.65) $ (2.39) $ (0.06) =========== =========== =========== ========== Basic and diluted shares 25,043 17,524 19,509 234,055 =========== =========== =========== ==========
SUPPLEMENTAL OPERATING STATEMENT DATA: Three Months Year Ended December 31, Ended December 31, --------------------------- -------------------------- 2001 2000 2001 2000 ----------- ----------- ----------- ---------- Adjusted net loss available to common Stockholders: Net loss reported $ (24,206) $ (11,377) $ (46,574) $ (13,802) ----------- ----------- ----------- ---------- Add charges: Management agreements restructuring 17,552 - 17,552 - Write-down and loss on sale of assets 334 - 9,079 - Non-cash compensation charges - - 7,611 555 Recapitalization costs - - - 34,268 Net loss on investments - 5,000 - 1,800 ----------- ----------- ----------- ---------- Total charges 17,886 5,000 34,242 36,623 Tax effect (7,210) (2,050) (7,975) (15,016) ----------- ----------- ----------- ---------- Total charges, net of tax 10,676 2,950 26,267 21,607 ----------- ----------- ----------- ---------- Extraordinary item, net of tax 10,159 - 10,159 - ----------- ----------- ----------- ---------- $ (3,371) $ (8,427) $ (10,148) $ 7,805 =========== =========== =========== ========== Adjusted (loss) income per common share $ (0.13) $ (0.48) $ (0.52) $ 0.03 =========== =========== =========== ========== Adjusted EBITDA (1) $ 18,370 $ 15,979 $ 89,387 $ 73,526 =========== =========== =========== ========== (1) EBITDA IS OPERATING INCOME (LOSS) BEFORE DEPRECIATION AND AMORTIZATION. ADJUSTED EBITDA REPRESENTS EBITDA ADJUSTED TO EXCLUDE MANAGEMENT FEES (AMOUNTING TO $413,000 AND $620,000, IN THE FOURTH QUARTER OF 2001 AND 2000, RESPECTIVELY AND $2,273,000 AND $620,000 IN THE YEAR 2001 AND 2000, RESPECTIVELY), MANAGEMENT AGREEMENTS RESTRUCTURING COSTS, WRITE-DOWN AND LOSS ON SALE OF ASSETS, NON-CASH COMPENSATION CHARGES AND RECAPITALIZATION COSTS. THE MANAGEMENT AGREEMENT UNDER WHICH THE MANAGEMENT FEES DISCUSSED ABOVE WERE PAID IN 2000 AND 2001 WAS TERMINATED IN THE FOURTH QUARTER OF 2001 IN CONNECTION WITH THE COMPANY'S INITIAL PUBLIC OFFERING OF COMMON STOCK. EBITDA AND ADJUSTED EBITDA ARE NOT MEASURES OF FINANCIAL PERFORMANCE UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OR GAAP. ALTHOUGH EBITDA AND ADJUSTED EBITDA SHOULD NOT BE CONSIDERED IN ISOLATION OR AS SUBSTITUTES FOR NET INCOME, CASH FLOWS FROM OPERATING ACTIVITIES AND OTHER INCOME OR CASH FLOW STATEMENT DATA PREPARED IN ACCORDANCE WITH GAAP, OR AS A MEASURE OF PROFITABILITY OR LIQUIDITY, WE UNDERSTAND THAT EBITDA AND ADJUSTED EBITDA ARE WIDELY USED BY FINANCIAL ANALYSTS AS A MEASURE OF FINANCIAL PERFORMANCE. OUR CALCULATION OF EBITDA AND ADJUSTED EBITDA MAY NOT BE COMPARABLE TO SIMILARLY TITLED MEASURES REPORTED BY OTHER COMPANIES.
Page 4
VCA ANTECH, INC. SELECTED CONSOLIDATED BALANCE SHEET DATA At December 31, 2001 and 2000 (UNAUDITED - IN THOUSANDS) 2001 2000 ----------- ----------- Cash $ 7,103 $ 10,519 Accounts receivable, net $ 18,036 $ 15,450 Debt $ 384,332 $ 362,749 Equity $ 39,764 $ (81,310) Total Assets $ 468,521 $ 483,070 Capital Expenditures $ 14,156 $ 24,355
Page 5 EX-99 4 exhibit99-2.txt EXHIBIT 99.2 VCA ANTECH, INC. PROVIDES FINANCIAL GUIDANCE FOR FISCAL YEAR 2002 LOS ANGELES, CA, FEBRUARY 21, 2002 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF), a leading animal health care company in the United States, today announced financial guidance for fiscal year 2002. The Company is publicly disclosing its financial guidance in response to guidelines of the Securities and Exchange Commission`s Regulation FD. The Company intends to publish updated guidance quarterly. The Company will discuss this financial guidance during its conference call on Thursday, February 21, 2002 at 4:30 p.m. Eastern Time. The call will be broadcast live on the Internet and can be accessed by visiting the Company's website at HTTP://INVESTOR.VCAANTECH.COM. The conference call can be accessed via telephone by dialing (800) 289-0496. Interested parties should call at least ten minutes prior to the conference call to register. In addition, a replay of the call can be accessed until 12:00 a.m. Eastern Time on Thursday, February 28, 2002 by visiting the Company's website or by calling (888) 203-1112. Financial guidance (dollars in millions, except per share amounts): Revenue $434 - $444 Internal Revenue Growth: Animal Hospitals 3% - 5% Laboratories 7% - 9% Annualized Animal Hospital Revenue Acquired $18 - $25 EBITDA (1) $98 - $101 Net Income $24 - $25 Diluted outstanding shares 37.3 million EPS: Q1 $0.12 Q2 $0.25 Q3 $0.20 Q4 $0.07 Year $0.64 Page 1 (1) EBITDA is operating income, before depreciation and amortization. EBITDA is not a measure of financial performance under generally accepted accounting principles, or GAAP. Although EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operating activities and other income or cash flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity, we understand that EBITDA is widely used by financial analysts as a measure of financial performance. Our calculation of EBITDA may not be comparable to similarly titled measures reported by other companies. With the exception of the historical information, the matters discussed above include forward-looking statements that involve risks and uncertainties. Actual results may vary substantially as a result of a variety of factors. Among the important factors that could cause actual results to differ are the level of direct costs and the ability of the Company to maintain gross revenue at a level necessary to maintain gross profit margins, the level of selling, general and administrative costs, the effects of competition, the efficient integration of the Company's acquisitions, the effects of the Company's recent acquisitions and its ability to effectively manage its growth, the ability of the Company to service its debt, the continued implementation of its management information systems, pending litigation and governmental investigations, general economic conditions, and the results of the Company's acquisition program. These and other risk factors are discussed in the Company's recent filings with the Securities and Exchange Commission on Forms S-1 and S-4 and the reader is directed to these statements for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements. VCA ANTECH, INC. owns, operates and manages the largest network of free-standing veterinary hospitals and the largest network of veterinary-exclusive clinical laboratories in the country. Page 2 -----END PRIVACY-ENHANCED MESSAGE-----