-----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, UGDs7ve1Npbr9TVjYvbvBgbaL6gz+rilKdHnYqBYESSW4DvTTwdbssSQPWPiCsm1 uXm1sH0q2gsy3fkeYlBK9w== 0001011438-03-000104.txt : 20030425 0001011438-03-000104.hdr.sgml : 20030425 20030425152246 ACCESSION NUMBER: 0001011438-03-000104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030425 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: 03664622 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 form_8-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): April 24, 2003 VCA ANTECH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-16783 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 Reference is made to the press release of Registrant issued on April 24, 2003, regarding earnings guidance, which is incorporated herein by reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press release dated April 24, 2003, regarding earnings guidance. 99.2 Press release dated April 24, 2003, regarding earnings for the first quarter of fiscal 2003. ITEM 9. REGULATION FD DISCLOSURE This information, required by "Item 12. Results of Operations and Financial Condition," is being furnished under "Item 9. Regulation FD Disclosure" in accordance with SEC Release No. 33-8216. Reference is made to the press release of Registrant issued on April 24, 2003, regarding earnings for the first quarter of fiscal 2003, which is incorporated herein by reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.2. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. April 24, 2003 VCA Antech, Inc. /S/ TOMAS W. FULLER ---------------------------------- By: Tomas W. Fuller Its: Chief Financial Officer Page 3 EXHIBIT INDEX Exhibits 99.1 Press release dated April 24, 2003, regarding earnings guidance. 99.2 Press release dated April 24, 2003, regarding earnings for the first quarter of fiscal 2003. Page 4 EX-99 3 exhibit_99-1.txt EXHIBIT 99.1 VCA ANTECH, INC. INCREASES FINANCIAL GUIDANCE FOR FISCAL YEAR 2003 LOS ANGELES, CA, APRIL 24, 2003 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF). In adherence to the United States Securities and Exchange Commission's, SEC, Regulation Fair Disclosure, VCA Antech, Inc., a leading animal health care company in the United States, provides the following revised guidance for all investors and encourages all current and potential investors to review the disclosure regarding forward-looking statements in this press release as well as in all financial documents filed with the SEC. All guidance amounts are before any potential special items. In response to its strong performance for the first quarter of 2003, VCA Antech is increasing its guidance for the year ending December 31, 2003 for projected net income to a range of $37.9 million to $38.9 million from its previously announced guidance of $36.5 million to $37.5 million and increasing projected earnings per diluted common share, EPS, to $0.95 from its previously announced guidance of $0.91. Projected net income and projected EPS for both the Company's revised and previously announced guidance includes an after-tax charge of $4.4 million, or $0.11 per diluted share, for debt retirement costs associated with the retirement of its 15.5% senior notes in February 2003. VCA Antech is also increasing its guidance for the year ending December 31, 2003 for projected operating income to a range of $105.0 million to $107.0 million from its previously announced guidance of $104.0 million to $106.0 million and increasing projected EBITDA(1) to a range of $118.0 million to $121.0 million from its previously announced guidance of $117.0 million to $120.0 million. Management of the Company believes that investors' understanding of the performance of the Company is enhanced by providing both financial measures in accordance with generally accepted accounting principles, GAAP, and projected EBITDA(1), which is not a defined financial measure under GAAP. Management has reconciled, in the attached financial schedule titled "Supplemental Operating Data," projected EBITDA(1) to projected operating income as calculated and presented in accordance with GAAP. 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 Page 1 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 filing with the Securities and Exchange Commission on Form 10-K 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 owns, operates and manages the largest networks of free-standing veterinary hospitals and veterinary-exclusive clinical laboratories in the country. Media contact: Tom Fuller, Chief Financial Officer (310) 571-6505 Page 2
VCA ANTECH, INC. SUPPLEMENTAL OPERATING DATA RECONCILIATION OF PROJECTED OPERATING INCOME TO PROJECTED EBITDA(1) (UNAUDITED - IN THOUSANDS) REVISED GUIDANCE FOR PREVIOUS GUIDANCE FOR YEAR ENDING YEAR ENDING DECEMBER 31, 2003 DECEMBER 31, 2003 ----------------------- ----------------------- PROJECTED RANGE PROJECTED RANGE ----------------------- ----------------------- LOW HIGH LOW HIGH --------- --------- --------- --------- Projected operating income $ 105,000 $ 107,000 $ 104,000 $ 106,000 Projected depreciation and amortization 13,000 14,000 13,000 14,000 --------- --------- --------- --------- Projected EBITDA(1) $ 118,000 $ 121,000 $ 117,000 $ 120,000 ========= ========= ========= ========= (1) EBITDA is operating income before depreciation and amortization. EBITDA is not a measure of financial performance under GAAP. Although EBITDA should not be considered in isolation or as a substitute for operating 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 operating performance. We believe EBITDA is a useful measure of our operating performance as it reflects earnings before the impact of depreciation and amortization, interest, taxes, minority interest, other (income) expense and debt redemption costs. 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 may not be comparable to similarly titled measures reported by other companies.
Page 3 EX-99 4 exhibit_99-2.txt EXHIBIT 99.2 VCA ANTECH, INC. REPORTS FIRST QUARTER RESULTS - First quarter diluted earnings per common share excluding the after-tax impact of debt retirement costs of $0.11 was $0.24 up 60% from $0.15 for the comparable quarter in 2002 and beating earnings consensus estimate by $0.04. - First quarter revenue grew 10.8% to a record $116.0 million. LOS ANGELES, CA, APRIL 24, 2003 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF), a leading animal health care company in the United States, today reported financial results for the first quarter ended March 31, 2003 as follows: revenue increased 10.8% to a first quarter record of $116.0 million from $104.7 million in 2002; operating income increased 15.9% to $23.5 million from $20.3 million in 2002; operating income before depreciation and amortization, EBITDA(1), increased to $27.1 million from $23.5 million in 2002; and, net income decreased to $5.2 million from $5.6 million in 2002. During the first quarter of 2003, the Company incurred an after-tax charge of $4.4 million, or $0.11 per diluted common share, for costs incurred in connection with the early payoff of its 15.5% senior notes. Excluding the impact of this charge in the first quarter of 2003, net income would have increased 69.6% to $9.6 million from 2002 and diluted earnings per common share would have increased 60.0% to $0.24 from $0.15 in 2002. Bob Antin, Chairman and CEO, stated, "We had an excellent first quarter. Excluding the after-tax impact of debt retirement costs, we increased diluted earnings per common share by 60.0% to $0.24, exceeding the earnings consensus estimate by $0.04. Our operating leverage in both of our business segments continues to drive strong growth in EBITDA(1). With an increase in first quarter revenue of 10.8%, our EBITDA(1) increased by 15.5% to $27.1 million and our EBITDA(1) margin increased to 23.4% from 22.4% in 2002. "Our laboratory division for the first quarter of 2003 increased laboratory revenue by 10.7%, generating an increase in laboratory EBITDA(1) of 15.8% to $15.5 million and an increase in laboratory EBITDA(1) margin to 37.3% from 35.6% in 2002. Laboratory internal revenue growth, as adjusted for one less billing day, was 11.5% for the first quarter of 2003. "Our animal hospital division for the first quarter of 2003 increased animal hospital revenue by 11.8%, generating an increase in animal hospital EBITDA(1) of 21.1% to $15.7 million and an increase in animal hospital EBITDA(1) margin to 20.5% from 18.9% in 2002. Animal hospital adjusted same-facility revenue(2) growth was 3.1% for the first quarter of 2003. Page 1 "With the continued execution of our business plan, we were able to improve our capital structure by successfully completing a secondary offering in February 2003 that included 3.8 million primary shares of our common stock. The proceeds from this offering were used to retire all of our 15.5% senior notes, which reduced our outstanding debt and lowered our average borrowing cost." Management of the Company believes that investors' understanding of the performance of the Company is enhanced by providing financial measures in accordance with generally accepted accounting principles, GAAP, and non-GAAP-based financial measures that are either: adjusted for certain significant items that are unusual due to their nature or their infrequency of occurrence; or, are not defined financial measures under GAAP, such as EBITDA(1). In addition, the Company has provided animal hospital same-facility revenue measures that are adjusted to include the revenue of the animal hospitals that it manages and to exclude the management fees charged to the animal hospitals that it manages. Management uses these adjusted same-facility revenue measures to evaluate the performance of the animal hospital division. In the attached financial schedules titled "Supplemental Operating Data," management has listed all significant items and reconciled all adjusted financial measures and EBITDA(1) to their most directly comparable financial measures calculated and presented in accordance with GAAP. VCA Antech will discuss its first quarter 2003 earnings during a conference call today, April 24, 2003 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) 556-7145. Interested parties should call at least ten minutes prior to the start of 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 filing with the Securities and Exchange Commission on Form 10-K 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 owns, operates and manages the largest networks of free-standing veterinary hospitals and veterinary-exclusive clinical laboratories in the country. Page 2 Media contact: Tom Fuller, Chief Financial Officer (310) 571-6505 Page 3
VCA ANTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED MARCH 31, ---------------------- 2003 2002 --------- --------- Revenue: Laboratory $ 41,698 $ 37,657 Animal hospital 76,728 68,644 Other - 500 Intercompany (2,426) (2,106) --------- --------- 116,000 104,695 --------- --------- Direct costs 79,751 72,588 Gross profit, excluding depreciation and amortization: Laboratory 18,242 16,095 Animal hospital 18,007 15,512 Other - 500 --------- --------- 36,249 32,107 --------- --------- Selling, general and administrative: Laboratory 2,707 2,673 Animal hospital 2,503 2,514 Corporate 4,153 3,435 --------- --------- 9,363 8,622 --------- --------- Depreciation and amortization 3,577 3,163 Gain on sale of assets, net 238 - --------- --------- Operating income 23,547 20,322 Interest expense, net 6,992 9,989 Other (income) expense 127 (93) Debt retirement costs 7,417 - Minority interest expense 361 402 --------- --------- Income before provision for income taxes 8,650 10,024 Provision for income taxes 3,467 4,389 --------- --------- Net income $ 5,183 $ 5,635 ========= ========= Diluted earnings per common share $ 0.13 $ 0.15 ========= ========= Shares used for computing diluted earnings per common share 39,417 37,081 ========= =========
Page 4
VCA ANTECH, INC. SUPPLEMENTAL OPERATING DATA FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED - IN THOUSANDS) THREE MONTHS ENDED MARCH 31, ----------------------- 2003 2002 --------- --------- TABLE #1A RECONCILIATION OF OPERATING INCOME TO EBITDA (1) Operating income $ 23,547 $ 20,322 Depreciation and amortization 3,577 3,163 --------- --------- EBITDA (1) $ 27,124 $ 23,485 ========= ========= TABLE #1B COMPONENTS OF EBITDA (1) Laboratory EBITDA $ 15,537 $ 13,422 Animal hospital EBITDA 15,740 12,998 Other revenue - 500 Corporate selling, general and administrative (4,153) (3,435) --------- --------- EBITDA (1) $ 27,124 $ 23,485 ========= =========
THREE MONTHS ENDED MARCH 31, ---------------------------------- 2003 2002 % GROWTH --------- --------- -------- Table #2 RECONCILIATION OF ANIMAL HOSPITAL ADJUSTED SAME-FACILITY REVENUE AND ADJUSTED SAME- FACILITY REVENUE GROWTH TO SAME-FACILITY REVENUE AND SAME-FACILITY REVENUE GROWTH ANIMAL HOSPITAL REVENUE: Adjusted same-facility revenue (2) $ 79,424 $ 76,999 3.1% Same-facility revenue of animal hospitals managed (18,575) (18,315) --------- --------- Same-facility revenue of animal hospitals owned 60,849 58,684 Same-facility management fees (3) 9,878 9,705 --------- --------- Same-facility revenue $ 70,727 $ 68,389 3.4% ========= =========
Page 5
VCA ANTECH, INC. SUPPLEMENTAL OPERATING DATA - CONTINUED FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED MARCH 31, ----------------------- 2003 2002 --------- --------- TABLE #3 RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME Net income $ 5,183 $ 5,635 --------- --------- Certain significant items: Debt retirement costs 7,417 - Litigation charges (4) - - --------- --------- Total of certain significant items 7,417 - Tax effect (3,041) - --------- --------- Total, net of tax 4,376 - --------- --------- Adjusted net income $ 9,559 $ 5,635 ========= ========= TABLE #4 RECONCILIATION OF DILUTED EARNINGS PER COMMON SHARE TO ADJUSTED DILUTED EARNINGS PER COMMON SHARE Diluted earnings per common share $ 0.13 $ 0.15 Certain significant items as detailed in Table #3, net of tax 0.11 - --------- --------- Adjusted diluted earnings per common share $ 0.24 $ 0.15 ========= ========= Shares used for computing diluted earnings per common share 39,417 37,081 ========= =========
Page 6
VCA ANTECH, INC. SUPPLEMENTAL OPERATING DATA - CONTINUED AS OF MARCH 31, 2003 AND DECEMBER 31, 2002 (UNAUDITED - IN THOUSANDS) MARCH 31, DECEMBER 31, 2003 2002 ---------- ----------- TABLE #5 SELECTED CONSOLIDATED BALANCE SHEET DATA Cash $ 24,675 $ 6,462 Accounts receivable, net $ 23,827 $ 20,727 Stockholders' equity $ 122,643 $ 63,086 Total assets $ 533,241 $ 507,428 Debt: Revolving credit facility $ - $ 7,500 Senior term C notes 166,863 167,283 9.875% senior subordinated notes 170,000 170,000 15.5% senior notes - 38,137 Other 2,941 1,637 Unamortized discounts (7) (3,000) ---------- ---------- Total debt $ 339,797 $ 381,557 ========== ========== FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited - In Thousands) THREE MONTHS ENDED MARCH 31, ----------------------- 2003 2002 --------- --------- TABLE #6 SELECTED CASH FLOW AND EXPENSE DATA Net cash provided by operating activities $ 22,379 $ 19,888 Rent expense $ 3,835 $ 3,270 Capital expenditures $ 2,825 $ 3,168 (1) EBITDA is operating income before depreciation and amortization. EBITDA is not a measure of financial performance under GAAP. Although EBITDA should not be considered in isolation or as a substitute for operating 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 operating performance. We believe EBITDA is a useful measure of our operating performance as it reflects earnings before the impact of depreciation and amortization, interest, taxes, minority interest, other (income) expense and debt retirement costs. 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 may not be comparable to similarly titled measures reported by other companies. Page 7 (2) Animal hospital revenue is comprised of revenue of the animal hospitals that we own and the management fees of animal hospitals that we manage. Certain states prohibit corporations from providing or holding themselves out as providers of veterinary medical care. In these states, we enter into arrangements with a veterinary medical group that provides all veterinary medical care, while we manage the administrative functions associated with the operation of the animal hospitals and own or lease the hospital facility from a third party. In return for our services, the veterinary medical group pays us a management fee. We do not consolidate the operations of animal hospitals that we manage. However, when we analyze revenue and same-facility revenue growth for animal hospitals, we use combined revenue and an adjusted same-facility measure that are calculated using the combined revenue of animal hospitals owned and managed for the entire periods presented. We feel that combined revenue and adjusted same-facility revenue are important measures because they reflect the overall performance of all animal hospitals owned and managed. (3) Same-facility management fees are paid to us by veterinary medical groups. (4) For the year ended December 31, 2002, the Company incurred $2.5 million of litigation charges, however none of those charges were incurred during the first quarter of 2002. There was no such litigation charge incurred during the first quarter of 2003.
Page 8 -----END PRIVACY-ENHANCED MESSAGE-----