-----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, QAdzRTQ2cR100/M98Mbezu8JQy+LYRxAk6Ss/bpMQ3bKZ03ivkSaYH/3xAzBlnU9 DALbQRQD1+TfEZlppPNiyA== 0001011438-03-000169.txt : 20030723 0001011438-03-000169.hdr.sgml : 20030723 20030723161259 ACCESSION NUMBER: 0001011438-03-000169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030723 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: 03798460 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): July 23, 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 July 23, 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 July 23, 2003, regarding earnings guidance. 99.2 Press release dated July 23, 2003, regarding earnings for the second 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 July 23, 2003, regarding earnings for the second 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. 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. July 23, 2003 VCA Antech, Inc. /S/ TOMAS W. FULLER --------------------------------- By: Tomas W. Fuller Its: Chief Financial Officer 3 EXHIBIT INDEX Exhibits 99.1 Press release dated July 23, 2003, regarding earnings guidance. 99.2 Press release dated July 23, 2003, regarding earnings for the second quarter of fiscal 2003. 4 EX-99 3 exhibit_99-1.txt EXHIBIT 99.1 VCA ANTECH, INC. INCREASES FINANCIAL GUIDANCE FOR FISCAL YEAR 2003 LOS ANGELES, CA, JULY 23, 2003 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF), a leading animal health care company in the United States, provides the following revised guidance for all investors in adherence to the United States Securities and Exchange Commission's, SEC, Regulation Fair Disclosure, 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 second quarter of 2003, VCA Antech is increasing its guidance for the year ending December 31, 2003 for projected net income to a range of $39.4 million to $40.4 million from its previously announced guidance of $37.9 million to $38.9 million and increasing projected earnings per diluted common share, EPS, to $0.98 from its previously announced guidance of $0.95. 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 $106.3 million to $108.3 million from its previously announced guidance of $105.0 million to $107.0 million. In light of the SEC's adoption of Regulation G regarding Non-GAAP financial measures, the Company has determined to discontinue its practice of providing guidance for EBITDA. 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 operating 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. Media contact: Tom Fuller, Chief Financial Officer (310) 571-6505 2 EX-99 4 exhibit_99-2.txt EXHIBIT 99.2 VCA ANTECH, INC. REPORTS RECORD SECOND QUARTER RESULTS - Second quarter diluted earnings per common share of $0.37 beats earnings consensus estimate by $0.03 and increased 32.1% from the comparable period of 2002. - Second quarter revenue grew 12.9% to a record $132.4 million. - Second quarter operating income increased 16.3% to $33.2 million. LOS ANGELES, CA, JULY 23, 2003 - VCA ANTECH, INC. (NASDAQ NM SYMBOL: WOOF), a leading animal health care company in the United States, today reported financial results for the second quarter ended June 30, 2003 as follows: revenue increased 12.9% to a second quarter record of $132.4 million; operating income increased 16.3% to $33.2 million; net income increased 46.3% to $15.4 million; and, diluted earnings per common share increased 32.1% to $0.37 from $0.28 in 2002. The Company also reported the financial results for the six months ended June 30, 2003 as follows: revenue increased 11.9% to a record $248.4 million; operating income increased 16.1% to $56.7 million; and, net income increased to $20.5 million from $16.1 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. Adjusted net income (which excludes the impact of this charge) increased 54.4% to $24.9 million from 2002 and adjusted diluted earnings per common share increased 44.2% to $0.62 from $0.43 in 2002. Bob Antin, Chairman and CEO, stated, "We had an excellent second quarter. We increased diluted earnings per common share by 32.1% to $0.37, exceeding the earnings consensus estimate by $0.03. We continue to achieve our operating leverage in both of our business segments driving strong growth in our operating income. With an increase in second quarter revenue of 12.9%, our operating income increased by 16.3% to $33.2 million and our operating income margin increased to 25.1% from 24.3% in 2002. "Our laboratory division for the second quarter of 2003 increased laboratory revenue by 15.0%, generating an increase in laboratory operating income of 19.0% to $18.3 million and an increase in laboratory operating income margin to 39.1% from 37.8% in 2002. Laboratory internal revenue growth was 12.3% for the second quarter of 2003. "Our animal hospital division for the second quarter of 2003 increased animal hospital revenue by 12.5%, generating an increase in animal hospital operating income of 14.4% to $19.1 million and an increase in animal hospital operating income margin to 21.6% from 21.2% in 2002. Animal hospital adjusted same-facility revenue(1) growth was 2.9% for the second quarter of 2003." NON-GAAP FINANCIAL MEASURES We believe investors' understanding of our performance is enhanced by disclosing adjusted net income and adjusted diluted earnings per common share. We define adjusted net income as reported net income, excluding certain significant items. For the periods reported in this press release, the only significant item that was excluded was debt retirement costs incurred in connection with the Company's prepayment of outstanding indebtedness in the first quarter ended March 31, 2003. Adjusted diluted earnings per common share is adjusted net income divided by fully diluted shares outstanding. Management uses these non-GAAP financial measures because they exclude the effects of the debt retirement charges, which they believe are not representative of the Company's core operations for the periods presented. As a result, the non-GAAP financial measures help to provide meaningful comparisons of the Company's overall performance from one reporting period to another and meaningful assessments of the Company's future performance and related trends. We also believe that investors' understanding of our performance is enhanced by disclosing animal hospital adjusted same-facility revenue, which includes the revenue of the animal hospitals that we manage and excludes the management fees charged to those same animal hospitals. Management uses animal hospital adjusted same-facility revenue to aid in its understanding of how all animal hospitals owned and managed are performing as a group. There are material limitations associated with the use of these non-GAAP financial measures. Adjusted net income excludes the impact of significant items (in this case, debt retirement costs) on current performance. Adjusted diluted earnings per common share does not depict the amount accrued directly to each shareholder's benefit. And, animal hospital adjusted same-facility revenue is not reflective of the consolidated results for animal hospitals owned and managed as reported in our consolidated financial statements. To compensate for the limitations in these non-GAAP financial measures, we ensure that our disclosures provide a complete understanding of all adjustments found in non-GAAP financial measures, and we provide a reconciliation between the GAAP financial measures and the non-GAAP financial measures in the attached financial schedules titled "Supplemental Operating Data." CONFERENCE CALL VCA Antech will discuss its second quarter 2003 earnings during a conference call today, July 23, 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 2 HTTP://INVESTOR.VCAANTECH.COM. The conference call can also be accessed via telephone by dialing (800) 361-0912. 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 revenue at a level necessary to maintain expected operating 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. Media contact: Tom Fuller, Chief Financial Officer (310) 571-6505 3 VCA ANTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, ------------------------ ------------------------ 2003 2002 2003 2002 --------- --------- --------- ---------- Revenue: Laboratory $ 46,691 $ 40,604 $ 88,389 $ 78,261 Animal hospital 88,424 78,621 165,152 147,265 Other - 500 - 1,000 Intercompany (2,752) (2,500) (5,178) (4,606) --------- --------- --------- ---------- 132,363 117,225 248,363 221,920 --------- --------- --------- ---------- Direct costs 86,504 77,004 166,255 149,592 Gross profit, excluding depreciation and amortization: Laboratory 21,875 18,470 40,117 34,565 Animal hospital 23,984 21,251 41,991 36,763 Other - 500 - 1,000 --------- --------- --------- ---------- 45,859 40,221 82,108 72,328 --------- --------- --------- ---------- Selling, general and administrative: Laboratory 2,797 2,396 5,504 5,069 Animal hospital 2,519 2,478 5,022 4,992 Corporate 3,774 3,665 7,927 7,100 --------- --------- --------- ---------- 9,090 8,539 18,453 17,161 --------- --------- --------- ---------- Depreciation and amortization 3,497 3,139 7,074 6,302 Loss (gain) on sale of assets 78 - (160) - --------- --------- --------- ---------- Operating income 33,194 28,543 56,741 48,865 Interest expense, net 6,418 10,344 13,410 20,333 Other (income) expense 131 (61) 258 (154) Debt retirement costs - - 7,417 - Minority interest expense 462 528 823 930 --------- --------- --------- ---------- Income before provision for income taxes 26,183 17,732 34,833 27,756 Provision for income taxes 10,833 7,237 14,300 11,626 --------- --------- --------- ---------- Net income $ 15,350 $ 10,495 $ 20,533 $ 16,130 ========= ========== ========= ========== Diluted earnings per common share $ 0.37 $ 0.28 $ 0.51 $ 0.43 ========= ========== ========= ========== Shares used for computing diluted earnings per common share 41,136 37,087 40,288 37,084 ========= ========== ========= ==========
4 VCA ANTECH, INC. SUPPLEMENTAL OPERATING DATA - CONTINUED FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
TABLE #1 THREE MONTHS SIX MONTHS Reconciliation of net income to adjusted Ended June 30, Ended June 30, net income ----------------------- --------------------- 2003 2002 2003 2002 ----------- ----------- ---------- ---------- Net income $ 15,350 $ 10,495 $ 20,533 $ 16,130 Certain significant items: Debt retirement costs - - 7,417 - Related tax effect - - (3,041) - ----------- ----------- ---------- ---------- Adjusted net income $ 15,350 $ 10,495 $ 24,909 $ 16,130 =========== =========== ========== ==========
TABLE #2 RECONCILIATION OF DILUTED EARNINGS PER COMMON SHARE TO ADJUSTED DILUTED EARNINGS PER COMMON SHARE Diluted earnings per common share $ 0.37 $ 0.28 $ 0.51 $ 0.43 Certain significant items as detailed in Table #1, net of tax effect - - 0.11 - -------- -------- -------- -------- Adjusted diluted earnings per common share $ 0.37 $ 0.28 $ 0.62 $ 0.43 ======== ======== ======== ======== Shares used for computing diluted earnings per common share 41,136 37,087 40,288 37,084 ======== ======== ======== ========
TABLE #3 RECONCILIATION OF ANIMAL HOSPITAL ADJUSTED SAME-FACILITY REVENUE THREE MONTHS SIX MONTHS AND ADJUSTED SAME-FACILITY REVENUE ENDED JUNE 30, ENDED JUNE 30, GROWTH TO SAME-FACILITY REVENUE ----------------------------- ----------------------------- AND SAME-FACILITY REVENUE GROWTH 2003 2002 % GROWTH 2003 2002 % GROWTH ---- ---- -------- ---- ---- -------- ANIMAL HOSPITAL REVENUE: Adjusted same-facility revenue (1) $89,467 $86,924 2.9% $168,055 $163,072 3.1% Same-facility revenue of animal hospitals managed (21,482) (21,592) (39,743) (39,610) -------- -------- -------- -------- Same-facility revenue of animal hospitals owned 67,985 65,332 128,312 123,462 Same-facility management fees (2) 12,210 12,292 21,898 21,821 -------- -------- -------- -------- Same-facility revenue $ 80,195 $77,624 3.3% $150,210 $145,283 3.4% ========= ======== ========== =========
5 VCA ANTECH, INC. SUPPLEMENTAL OPERATING DATA - CONTINUED AS OF JUNE 30, 2003 AND DECEMBER 31, 2002 (UNAUDITED - IN THOUSANDS)
TABLE #4 JUNE 30, DECEMBER 31, Selected consolidated balance sheet data 2003 2002 ------------- ------------ Cash $ 22,512 $ 6,462 Accounts receivable, net $ 25,537 $ 20,727 Stockholders' equity $ 137,949 $ 63,086 Total assets $ 545,253 $ 507,428 Debt: Revolving credit facility $ - $ 7,500 Senior term C notes 166,442 167,283 9.875% senior subordinated notes 170,000 170,000 15.5% senior notes - 38,137 Other 2,054 1,637 Unamortized discounts (6) (3,000) ------------- ------------ Total debt $ 338,490 $ 381,557 ============= ============
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED - IN THOUSANDS) FOR THE SIX MONTHS Table #5 ENDED JUNE 30, -------------------------------- Selected cash flow and expense data 2003 2002 -------------- ------------- Net cash provided by operating activities $ 38,520 $ 31,814 Rent expense $ 8,043 $ 6,769 Capital expenditures $ 6,168 $ 6,204 Notes to Press Release and Tables - ----------------------------------------------- (1) 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. (2) Same-facility management fees are paid to us by veterinary medical groups.
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