-----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, Cx47l/cckrbeEaW2YsjwWE+brPMjOpWP223oWNdHlHsWNPKYRLGpsawUquSihD9u FDCTp87cLAY4RfvzAwj2Lg== 0001011438-97-000122.txt : 19970808 0001011438-97-000122.hdr.sgml : 19970808 ACCESSION NUMBER: 0001011438-97-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970730 ITEM INFORMATION: Other events FILED AS OF DATE: 19970807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VETERINARY CENTERS OF AMERICA 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: 000-19935 FILM NUMBER: 97652978 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 8-K 1 FORM 8-K 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 30, 1997 VETERINARY CENTERS OF AMERICA, 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.) 3420 Ocean Park Boulevard, Suite 1000 Santa Monica, California 90405 (Address of Principal Executive Offices) (310) 392-9599 (Registrant's Telephone Number) ITEM 5. OTHER EVENTS Reference is made to the press release of Registrant, issued on July 30, 1997, which contains information meeting the requirements of this Item 5, and which is incorporated herein by this reference. A copy of this press release is attached to this Form 8-K as Exhibit 99.1. 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. August 6, 1997 VETERINARY CENTERS OF AMERICA, INC. By: /s/Tomas Fuller --------------------------- Tomas W. Fuller Chief Financial Officer, Vice President and Assistant Secretary EXHIBIT INDEX Exhibits Page Number 99.1 Press Release dated July 30, 1997. EX-99.1 2 PRESS RELEASE VETERINARY CENTERS OF AMERICA, INC. REPORTS SECOND QUARTER AND SIX MONTH FINANCIAL RESULTS Company Reports 133% Increase in EPS on Record Earnings and Revenues SANTA MONICA, CA July 30, 1997 -- VETERINARY CENTERS OF AMERICA, INC. (NASDAQ NM SYMBOL: VCAI) today reported financial results for the second quarter and the six months ended June 30, 1997. Revenues for the second quarter ended June 30,1997 increased 50% to a record $63,191,000 from $42,208,000 for the second quarter last year. Net income for the quarter was $4,350,000, or $0.21 per share compared to a loss of $1,304,000, or $0.09 per share, in the corresponding quarter in 1996. Excluding the merger costs recorded in the second quarter of 1996 (amounting to $2,901,000, or $2,795,000, after tax) the Company reported net income of $1,491,000, or $0.09 per share, in the second quarter of 1996. For the six months ended June 30, 1997, the Company's revenues increased 54% to $119,214,000 versus $77,440,000 for the corresponding period in 1996. For the six months ended June 30, 1997, the Company reported net income of $5,760,000, or $0.28 per share, compared to a net loss of $544,000, or $0.04 per share for the six months ended June 30, 1996. Excluding the after-tax effect of the merger costs recorded in 1996, the Company posted net income for the six months ended June 30, 1996 of $2,251,000, or $0.14 per share. Bob Antin, Chairman and CEO, stated, "We are pleased to report significant growth in our revenues and record second quarter earnings. Our consolidated revenues increased 50%, and our operating income and earnings per share, each excluding the effect of the merger costs in 1996, increased 68% and 133%, respectively. VCA enjoyed growth in both of its operating divisions-- VCA animal hospitals and Antech Diagnostics. VCA animal hospital gross profit increased 133% in the second quarter of 1997 compared to the second quarter of 1996. Gross profit margin increased to 22.7% in the 1997 quarter compared to 17.6% in the second quarter of 1996. The 1997 margin was benefited by consulting fees received from Heinz Pet Products under a consulting agreement entered into during the first quarter of 1997. The operating margin in the second quarter of 1997 in our laboratory business, Antech Diagnostics, was 28.0% compared to 32.1% in the comparable period in 1996. The operating margin in 1997 was impacted by increased costs associated with the expansion of our laboratory management team and our laboratory services. Additional amortization expense, attributable to our buyout of our minority partners' interest in Vet Research Laboratories, LLC in January 1997, also impacted the laboratory margin. Bob Antin further stated, "The integration plan that we commenced in the later part of last year is substantially complete. We are excited that our expanded management team is now focusing its efforts on capitalizing on the benefits of our new size and our leadership position in the industry." VETERINARY CENTERS OF AMERICA, INC. owns and operates the largest network of free-standing veterinary hospitals and one of the largest networks of veterinary-exclusive clinical laboratories in the country. The Company currently provides goods and services to approximately 9,000 animal hospitals nationwide. In addition, VCA is a general 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. 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 revenues at a level necessary to maintain gross profit margins, the level of selling, general and administrative costs, the effects of competition, the continued success of the company's integration process, the effects of the company's recent acquisitions and its ability to effectively manage its growth, the continued implementation of its management information systems, pending litigation and governmental investigations, 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 8-K, 10-Q and 10-K and the reader is directed to these reports for a further discussion of important factors which could cause actual results to differ materially from those in the forward-looking statements. VETERINARY CENTERS OF AMERICA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - IN THOUSANDS)
Three months Six months ended June 30, ended June 30, 1997 1996 1997 1996 ------- ------- ------- ------ Revenues: Animal Hospital $45,929 $25,455 $85,868 $47,514 Laboratory 18,480 15,432 34,726 27,488 Pet Food -- 2,120 1,064 3,970 Eliminations (1,218) (799) (2,444) (1,532) ------- ------- ------- ------- 63,191 42,208 119,214 77,440 ------- ------- ------- ------- Direct Costs 45,779 30,489 89,299 57,199 Gross Profit: Animal Hospital 10,437 4,488 16,811 7,650 Laboratory 6,975 6,429 12,536 11,099 Pet Food -- 802 568 1,492 ------- ------- ------- ------- 17,412 11,719 29,915 20,241 ------- ------- ------- ------- General & Administrative: Corporate 3,692 2,139 7,181 3,948 Laboratory 955 980 1,915 1,895 Pet Food -- 1,198 400 2,318 ------- ------- ------- ------- 4,647 4,317 9,496 8,161 ------- ------- ------- ------- Depreciation & Amortization 2,731 1,414 5,459 2,649 Merger Costs -- 2,901 -- 2,901 ------- ------- ------- ------- Operating Income 10,034 3,087 14,960 6,530 Interest Expense, Net 2,082 882 3,880 1,395 ------- ------- ------- ------- Income Before Minority Interest and Income Taxes 7,952 2,205 11,080 5,135 Minority Interest Expense 120 1,938 291 3,309 Provision for Income Taxes 3,482 1,571 5,029 2,370 ------- ------- ------- ------- Net Income (Loss) $4,350 $(1,304) $5,760 $(544) ======= ======= ======= ======= Earnings (Loss) Per Share $0.21 $(0.09) $0.28 $(0.04) ======= ======= ======= ======= Shares Used for Computing EPS 20,737 14,163 20,631 13,697 ======= ======= ======= =======
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