-----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, B0399w+4SDVv7YUjf1Z8UJhnEUtoIzOGNE4RPw31S+oJe+7/N9TEx+0rDNPHHVfv QAA0igpTfNk2LNY8lU+clw== 0001011438-97-000034.txt : 19970430 0001011438-97-000034.hdr.sgml : 19970430 ACCESSION NUMBER: 0001011438-97-000034 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970401 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VETERINARY CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000817366 STANDARD INDUSTRIAL CLASSIFICATION: 0700 IRS NUMBER: 954097995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19935 FILM NUMBER: 97572682 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-K 1 NOTIFICATION OF LATE FILING -------------------------------- UNITED STATES | OMB APPROVAL | SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0058 | WASHINGTON, D.C. 20549 | Expires: May 31, 1997 | | Estimated average burden | | hours per response 2.50 | |-------------------------------| FORM 12B-25 | SEC FILE NUMBER | | 1-10787 | |-------------------------------| NOTIFICATION OF LATE FILING | CUSIP NUMBER | | 925514 10 1 | --------------------------------- (CHECK ONE): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: DECEMBER 31, 1996 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] 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, Santa Monica, California 90405 _______________________________________________________________________________ City, State and Zip Code 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; [x] | (b) The subject annual report, semi-annual report, transition | report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or | portion thereof, will be filed on or before the fifteenth | calendar day following the prescribed due date; or the | subject quarterly report of 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 Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed item period. Registrant has experienced delays in compiling the information necessary to complete the preparation of its financial statements. (ATTACH EXTRA SHEETS IF NEEDED) SEC 1344 (6/94) PAGE 1 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 report(s) been filed? If answer is no, identify report(s). [x] Yes [ ] No - - ----------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations form 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 99.1" ATTACHED - - ----------------------------------------------------------------------------- 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 April 1, 1997 By /s/ Tomas Fuller ------------------ ------------------------------------- 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 relate 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 (S 232.201 or S 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (S 232.13(b) of this chapter). EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 ---------------- VETERINARY CENTERS OF AMERICA, INC. REPORTS FOURTH QUARTER AND YEAR END FINANCIAL RESULTS SANTA MONICA, CA, FEBRUARY 18, 1997 -- VETERINARY CENTERS OF AMERICA, INC. ("VCA") (NASDAQ NM SYMBOL: VCAI), Tuesday announced that revenues for the fourth quarter and the fiscal year ended December 31, 1996 hit record levels. The Company reported revenues of $52.3 million for the fourth quarter and $182.2 million for the full year. This represents an increase for the quarter and year of 71.1% and 69.1%, respectively, over revenues of $30.6 million and $107.7 million in the comparable periods in the prior year. The increases in revenues for the quarter and the year were attributable primarily to the Company's aggressive acquisition program. VCA's current and historical operating results include the results of Pets' Rx, Inc., which was acquired through a pooling-of-interests merger on June 19, 1996. In addition, on July 19, 1996, the Company acquired The Pet Practice, Inc. The Company acquired over 100 animal hospitals primarily through these acquisitions. In addition, the Company completed the acquisition of six veterinary diagnostic laboratories in 1996. In the third quarter of 1996, the Company began to implement its plan to integrate the operations of the acquired hospitals. This plan included the write-off of certain redundant assets, the closure or sale of unprofitable hospitals and the termination of certain personnel. As a result, the Company recorded charges of $2.9 million in the fourth quarter and $15.2 million for the year. The charges, net of tax, represents $0.10 and $0.89 per share, respectively. The Company reported a net loss for the fourth quarter of $2.6 million or $0.14 per share, compared to a net loss of $1.8 million or $0.16 per share in 1995. Excluding the after-tax effect of restructuring and asset write-down charges in 1996 and 1995, the Company posted a loss for the fourth quarter of 1996 of $806,000 or $0.04 per share, compared with income of $371,000 or $0.03 per share for the fourth quarter of 1995. The Company reported a net loss for 1996 of $14.6 million or $0.92 per share, compared to a net loss of $1.2 million or $0.13 per share in 1995. Excluding the after-tax effect of restructuring and asset write-down charges in 1996 and 1995, the Company recorded income of $2.3 million or $0.15 per share in 1996, compared with income of $1.6 million or $0.17 per share in 1995. Bob Antin, President and Chief Executive Officer, stated: "1996 was a year of tremendous growth. The hospital division more than doubled in size, adding more than 100 locations to solidify our position as the largest provider of veterinary medicine in the United States. We now have over 150 hospitals in 23 states." "We also developed the largest veterinary exclusive diagnostic laboratory network in the country. Our laboratory network, now operating under the name Antech Diagnostics, has the ability to provide same-day or next-day results to approximately 90% of the country." "Vet's Choice, our joint venture with H.J. Heinz, reached a milestone with profitable months in December 1996 and January 1997." PAGE 1 "The growth was accompanied by significant integration problems which became apparent during the fourth quarter. The Company has developed a plan which includes selling, closing or merging hospitals which do not fit our operating model, continuing our acquisition program, strengthening our management team, and completing the systems integration process." "We also altered the Vet's Choice partnership, allowing Heinz Pet Products to provide the day-to-day management of Vet's Choice which allows our management team to focus on our hospital and laboratory businesses." "We believe that Heinz Pet Products will be able to combine our products' marketing and distribution efforts with those of Nature's Recipe and other Heinz Pet Products pet-food companies, leveraging marketing, distribution and logistics and, most importantly, the value of our 50.5% ownership. Heinz Pet Products has an option to purchase our interest in three years based on a multiple of revenues." "Additionally, VCA and Heinz Pet Products have entered into a separate agreement in which VCA will continue to provide support services to Heinz Pet Products and assist them in their efforts to penetrate the worldwide hospital market. Heinz Pet Products of the United States and Canada will pay VCA $15.3 million for these services, which will be recognized over a three-year period." Antin concluded, "While the improvements are ongoing, we expect to substantially complete our efforts by the end of April 1997." VETERINARY CENTERS OF AMERICA, INC. owns and operates a nationwide network of veterinary hospitals and veterinary clinical laboratories. The Company currently provides goods and services to approximately 9,000 animal hospitals nationwide. In addition, VCA is a partner of Vet's Choice, a joint venture with Heinz Pet Products, an affiliate of H.J. Heinz Company (NYSE Symbol: 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 that could cause actual results to differ materially from those in the forward-looking statements. PAGE 2 Veterinary Centers of America Inc. Consolidated Statements of Operations (Unaudited -- In Thousands) Three Months Ended Twelve Months Ended Dec. 31, Dec. 31, 1996 1995 1996 1995 Revenues: Animal Hospital $ 36,595 $19,402 $ 120,842 $67,059 Laboratory 14,511 10,121 56,774 37,606 Pet Food 2,553 1,649 8,674 4,756 Eliminations (1,338) (594) (4,130) (1,727) 52,321 30,578 182,160 107,694 Direct Costs 43,163 23,191 139,586 80,099 Gross Profit: Animal Hospital 3,471 3,000 17,858 11,767 Laboratory 4,558 3,890 21,184 14,277 Pet Food 1,129 497 3,532 1,551 9,158 7,387 42,574 27,595 General & Administrative: Corporate 3,584 1,573 10,450 6,029 Laboratory 1,010 933 4,619 3,569 Pet Food 1,183 974 4,666 4,086 5,777 3,480 19,735 13,684 Depreciation & Amortization 2,512 1,377 7,496 4,144 Restructuring Charges 2,851 2,148 15,21 33,234 Merger Costs -- -- 2,901 -- Operating (Loss) Income (1,982) 382 (2,771) 6,533 Interest Expense, Net 845 716 3,325 2,549 (Loss) Income Before Minority Interest and Income Taxes (2,827) (334) (6,096) 3,984 Minority Interest Expense 1,539 878 6,577 2,960 (Benefit) Provision for Income Taxes (1,747) 565 1,959 2,238 Net (Loss) Income $ (2,619) $(1,777) $(14,632) $(1,214) (Loss) Earnings Per Share (14 cents)(16 cents) (92 cents)(13 cents) Shares Used for Computing EPS 19,055 11,364 15,942 9,233 Components of Net (Loss) Income Per Share: Net, Excluding Charges $ (806) $371 $2,338 $1,579 Restructuring and Asset Writedown Charges (1,813) (2,148) (14,175) (2,793) Merger Costs -- -- (2,795) -- Net (Loss) Income $ (2,619) $(1,777) $(14,632) $(1,214) PAGE 3 Components of Net (Loss) Income Per Share: Net, Excluding Charges (4 cents) 3 cents 15cents 17 cents Restructuring and Asset Writedown Charges (10 cents)(19 cents) (89cents)(30 cents) Merger Costs -- -- (18cents) -- Net (Loss) Income Per Share (14 cents)(16 cents) (92cents)(13 cents) CONTACT: Veterinary Centers of America Inc., Santa Monica Bob Antin or Tom Fuller, 310/392-9599 -----END PRIVACY-ENHANCED MESSAGE-----