-----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, WSkA1y6MKoJ0TIdlqtohYzCGEeDGpD+QGl//Q7N/+B+dLoXfZY57HSxOGXQr6KqA 3HypmBHAO1z4ORMwZhASmQ== 0001011438-02-000475.txt : 20020726 0001011438-02-000475.hdr.sgml : 20020726 20020726133140 ACCESSION NUMBER: 0001011438-02-000475 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020725 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020726 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: 02711805 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): July 25, 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 second quarter ended June 30, 2002 as presented in the press release of July 25, 2002. Attached hereto as Exhibit 99.2 and incorporated by reference herein is financial guidance for VCA Antech, Inc. relating to fiscal year 2002 as presented in the press release of July 25, 2002. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press release dated July 25, 2002, containing financial information for VCA Antech, Inc. for its second quarter ended June 30, 2002. 99.2 Press release dated July 25, 2002, containing financial guidance for VCA Antech, Inc. relating to fiscal year 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. July 25, 2002 VCA Antech, Inc. /S/ TOMAS FULLER ----------------------------------- By: Tomas Fuller Its: Chief Financial Officer Page 3 EXHIBIT INDEX EXHIBITS 99.1 Press Release dated July 25, 2002. 99.2 Press Release dated July 25, 2002. - ------------------------------------------------------------------------------- Page 4 EX-99 3 exhibit99-1.txt EXHIBIT 99.1 VCA ANTECH, INC. REPORTS SECOND QUARTER RESULTS THAT EXCEED STREET CONSENSUS BY $0.03 - Second quarter net income per diluted common share is $0.28. Results are $0.03 better than street consensus. - Second quarter revenue increased 9.5% to a record $117.2 million. - Second quarter Adjusted EBITDA (1) increased 16.5% to $31.7 million. LOS ANGELES, CA, JULY 25, 2002 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF), a leading animal health care company in the United States, today reported financial results for its second quarter and six months ended June 30, 2002. Revenue for the second quarter ended June 30, 2002 increased 9.5% to a record $117.2 million from revenue of $107.0 million in the same quarter last year. Net income per diluted common share was $0.28 for the three months ended June 30, 2002 compared to a net loss per diluted common share of $(0.63) for the comparable period in 2001. The net loss for the three months ended June 30, 2001 included certain expenses and amortization of goodwill amounting to $13.2 million net of taxes, that did not occur in 2002, as provided below in the Supplemental Operating Statement Data. Excluding these expenses from 2001, the net income per diluted common share would have been $0.11 for the three months ended June 30, 2001. Goodwill amortization ceased effective January 1, 2002 pursuant to the required application of SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. Operating income for the three months ended June 30, 2002 increased to $28.5 million from $8.4 million for the comparable period in 2001. As provided below in the Supplemental Operating Statement Data, operating income for the second quarter 2001 included $13.7 million of certain expenses and $2.3 million of amortization of goodwill that did not occur in 2002. Excluding these expenses from 2001, operating income would have increased $4.2 million or 17.2% for the second quarter of 2002 compared to the comparable period in 2001, as adjusted. Earnings before interest, taxes, depreciation and amortization, minority interest and, in 2001, certain items discussed below in footnote (1) ("Adjusted EBITDA") increased 16.5% to $31.7 million for the second quarter of 2002 from $27.2 million for the second quarter of 2001. Revenue for the six months ended June 30, 2002, increased 9.5% to a record $221.9 million from $202.7 million in 2001. Net income per diluted common share was $0.43 for the six months ended June 30, 2002 compared to a net loss per diluted common share of $(1.09) for the comparable period in 2001. Net loss for the six months ended June 30, 2001 included certain expenses and amortization of goodwill Page 1 amounting to $19.2 million net of taxes, that did not occur in 2002, as provided below in the Supplemental Operating Statement Data. Excluding these expenses from 2001, the net income per diluted common share would have been $0.01 for the six months ended June 30, 2001. Bob Antin, Chairman and CEO, stated, "We continue to benefit from operating leverage in both of our businesses. This leverage drove outstanding growth in EBITDA and net income in our second quarter of 2002. On a 9.5% revenue increase in the second quarter, Adjusted EBITDA increased 16.5%, to $31.7 million, over the prior year comparable quarter. "Our laboratory division continues to realize the benefits of our market leadership position and our national platform. On a 13.7% revenue increase (all of which was from internal growth) for the three months ended June 30, 2002, we achieved a 24.1% increase in laboratory Adjusted EBITDA, to $16.1 million. Laboratory Adjusted EBITDA margin for the second quarter increased to 39.6% in 2002 from 36.3% in 2001. "Our hospital division achieved a 13.3% increase in hospital Adjusted EBITDA to $18.7 million for the second quarter of 2002 on an 8.0% increase in revenue. For the second quarter, hospital Adjusted EBITDA margin increased to 23.7% in 2002 from 22.6% in 2001. Hospital same-facility revenue growth was 3.0% for the three months ended June 30, 2002." VCA Antech, Inc. will discuss second quarter 2002 earnings during a conference call today, July 25, 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 also be accessed via telephone by dialing (800) 289-0468. Interested parties should call at least ten minutes prior to the conference call to register. Statements contained in this release that are not based on historical information are 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 expected 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 10-K 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 networks of free-standing veterinary hospitals and veterinary-exclusive clinical laboratories in the country. Page 2 VCA ANTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Six Months Ended June 30, Ended June 30, --------------------------- ---------------------------- 2002 2001 2002 2001 --------------------------- ---------------------------- Revenue: Laboratory $ 40,604 $ 35,707 $ 78,261 $ 68,384 Animal Hospital 78,621 72,780 147,265 137,134 Other 500 500 1,000 1,000 Intercompany (2,500) (1,938) (4,606) (3,789) ----------- ---------- ----------- ---------- 117,225 107,049 221,920 202,729 ----------- ---------- ----------- ---------- Direct costs 77,004 73,311 149,592 142,773 Gross profit, excluding depreciation and Amortization: Laboratory 18,470 14,541 34,565 26,899 Animal Hospital 21,251 18,697 36,763 32,057 Other 500 1,000 1,000 500 ----------- ---------- ----------- ---------- 40,221 33,738 72,328 59,956 ----------- ---------- ----------- ---------- General and administrative: Laboratory 2,396 3,303 5,069 6,580 Animal Hospital 2,585 3,250 5,264 6,605 Corporate 3,558 3,663 6,828 7,589 ----------- ---------- ----------- ---------- 8,539 10,216 17,161 20,774 ----------- ---------- ----------- ---------- Depreciation 2,703 2,424 5,281 4,692 Amortization 436 4,011 1,021 7,997 Loss on sale of assets - 8,694 - 8,837 ----------- ---------- ----------- ---------- Operating income 28,543 8,393 48,865 17,656 Interest expense, net 10,344 10,917 20,333 22,070 Other (income) expense (61) 229 (154) 229 Minority interest expense 528 425 930 700 ----------- ---------- ----------- ---------- Net income (loss) before income taxes 17,732 (3,178) 27,756 (5,343) Provision for income taxes 7,237 2,642 11,626 3,466 ----------- ---------- ----------- ---------- Net income (loss) 10,495 (5,820) 16,130 (8,809) Increase in carrying amount of Redeemable preferred stock - 5,193 - 10,221 ----------- ---------- ----------- ---------- Page 3 Net income (loss) available to common Stockholders $ 10,495 $ (11,013) $ 16,130 $(19,030) =========== ========== =========== ========== Net income (loss) per diluted common Share $ 028 $ (0.63) $ 0.43 $ (1.09) =========== ========== =========== ========== Diluted shares 37,087 17,524 37,084 17,524 =========== ========== =========== ==========
Page 4 VCA ANTECH, INC. SUPPLEMENTAL OPERATING STATEMENT DATA THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Six Months Ended June 30, Ended June 30, --------------------------- ---------------------------- 2002 2001 2002 2001 --------------------------- ---------------------------- Adjusted net income (loss) available to common stockholders: Net income (loss) reported $ 10,495 $(11,013) $ 16,130 $(19,030) ----------- ---------- ----------- ---------- Add expenses: Management fees - 620 - 1,240 Loss on sale of assets - 8,694 - 8,837 Non-cash compensation - 3,044 - 6,088 Amortization of executive covenants Not to compete - 1,302 - 2,625 Amortization of goodwill - 2,292 - 4,555 Total expenses - 15,952 - 23,345 Tax effect - 2,715 - 4,123 Total expenses, net of tax 10,495 13,237 16,130 19,222 Adjusted net income $ 10,495 $ 2,224 $ 16,130 $ 192 =========== ========== =========== ========== Adjusted net income per diluted Common share $ 0.28 $ 0.11 $ 0.43 $ 0.01 =========== ========== =========== ========== Diluted shares 37,087 19,397 37,084 19,372 =========== ========== =========== ========== Adjusted EBITDA (1) $ 31,682 $ 27,186 $ 55,167 $ 46,510 =========== ========== =========== ========== Ratio of earnings to fixed charges (2) 2.5x n/a 2.2x n/a =========== ========== =========== ========== - ---------- (1) EBITDA is operating income (loss) before depreciation and amortization. There were no adjustments made to EBITDA to arrive at Adjusted EBITDA for 2002. Adjusted EBITDA for 2001 represents EBITDA adjusted to exclude management fees, loss on sale of assets and non-cash compensation. The management agreement for the management fees discussed above 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, 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 Page 5 measure of financial performance. We believe Adjusted EBITDA is a useful measure of our operating performance as it reflects earnings before the impact of depreciation and amortization, interest, taxes and minority interest (and, in 2001, other non-operating or non-recurring items) that may vary from period to period as a result of non-operating activities. Adjusted EBITDA is also an important component of our financial ratios included in our debt covenants, which provides us with a measure of our ability to service our debt and meet capital expenditure requirements out of our earnings. Our calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. (2) Calculated by dividing income before income taxes and fixed charges by fixed charges. "Fixed charges" means the sum of (a) interest expensed or capitalized, (b) amortized discounts and deferred financing costs related to indebtedness and (c) an estimate of the interest within rental expense. This calculation is not applicable for 2001 as we had pre-tax losses for the three and six months ended June 30, 2001.
Page 6 VCA ANTECH, INC. SELECTED CONSOLIDATED BALANCE SHEET DATA AS OF JUNE 30, 2002 AND DECEMBER 31, 2001 (UNAUDITED - IN THOUSANDS)
June 30, December 31, 2002 2001 --------------- ---------------- --------------- ---------------- Cash $ 17,704 $ 7,103 Accounts receivable, net 22,493 18,036 Equity 56,875 39,764 Total assets 491,592 468,521 Debt: Senior Term A 22,589 24,112 Senior Term B 120,472 121,242 13.5% Senior Subordinated Notes 15,000 15,000 9.875% Senior Subordinated Notes 170,000 170,000 Senior Notes 64,315 59,670 Secured seller notes 1,109 1,182 Unsecured debt 574 225 Capital leases 51 79 Unamortized discounts (7,253) (7,178) --------------- ---------------- --------------- ---------------- Total debt $ 386,857 $ 384,332 =============== ================
SELECTED CONSOLIDATED CASH FLOW DATA FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED - IN THOUSANDS)
Six Months Ended June 30, ---------------------------------- --------------- ---------------- 2002 2001 --------------- ---------------- Cash flows provided by operating activities $ 31,814 $ 32,605 Capital expenditures 6,204 6,979
Page 7 EX-99 4 exhibit99-2.txt EXHIBIT 99.2 VCA ANTECH, INC. INCREASES FINANCIAL GUIDANCE FOR FISCAL YEAR 2002 LOS ANGELES, CA, JULY 25, 2002 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF), a leading animal health care company in the United States, today announced a change in its financial guidance for fiscal year 2002. Based on its strong performance for the second quarter, VCA Antech, Inc. has increased its 2002 net income goal to a range of $26 to $27 million. Based upon 37.3 million shares expected to be outstanding, annual earnings per diluted share for 2002 is now expected to be $0.70. The Company started the year with an expected annual earnings per diluted share of $0.64 for 2002. Statements contained in this release that are not based on historical information are 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 10-K 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 networks of free-standing veterinary hospitals and veterinary-exclusive clinical laboratories in the country. Page 8 -----END PRIVACY-ENHANCED MESSAGE-----