-----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, KgdEZvxFYO8LsyaK9Dw5n05IB/epKZ2aPI1Qq/FKpu7eYFnpo2dbj04oJ+o0/ArV hamUyGwzGrFyKUF79GsiRQ== 0001011438-99-000152.txt : 19990312 0001011438-99-000152.hdr.sgml : 19990312 ACCESSION NUMBER: 0001011438-99-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990218 ITEM INFORMATION: FILED AS OF DATE: 19990311 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: SEC FILE NUMBER: 000-19935 FILM NUMBER: 99563130 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 PRESS RELEASES 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): February 18, 1999 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 Blvd., Suite 1000 Santa Monica, CA 90405 (Address of Principal Executive Offices) (310) 392-9599 (Registrant's Telephone Number) Page 1 ITEM 5. OTHER EVENTS Reference is made to Registrant's press releases issued on February 18, 1999 and March 9, 1999 which contain information meeting the requirements of this Item 5, and which are incorporated herein by this reference. A copy of each press release is attached to this Form 8-K as Exhibit 99.1 and Exhibit 99.2. Page 2 SIGNATURE 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. March 9, 1999 VETERINARY CENTERS OF AMERICA, INC. By: /S/ THOMAS W. FULLER ------------------------------------ Thomas W. Fuller Chief Financial Officer Page 3 EXHIBIT INDEX EXHIBITS PAGE NUMBER - -------- ----------- 99.1 Press Release dated February 18, 1999 announcing fourth 1 quarter and year end earnings. 99.2 Press Release dated March 9, 1999. 4 EX-99.1 2 EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 VETERINARY CENTERS OF AMERICA INC. REPORTS FOURTH QUARTER AND YEAR-END FINANCIAL RESULTS COMPANY REPORTS 40% INCREASE IN EPS ON RECORD FOURTH QUARTER EARNINGS AND REVENUES SANTA MONICA, Calif.--(BUSINESS WIRE)--Feb. 18, 1999--Veterinary Centers of America Inc. (Nasdaq/NM:VCAI - NEWS; VCA) Thursday reported financial results for the fourth quarter and the year ended Dec. 31, 1998. Earnings per share for the fourth quarter ended Dec. 31, 1998 increased 40% to $0.14 per diluted share from $0.10 per diluted share in the fourth quarter of 1997. Revenues in the fourth quarter of 1998 increased 22% to $69,691,000 from $56,906,000 in the fourth quarter last year. Net income for the quarter increased 48% to $3,038,000 compared with $2,050,000 in the fourth quarter of 1997. For the year ended Dec. 31, 1998, earnings per share increased 40% to $0.74 per diluted share from $0.53 per diluted share in 1997. For the year ended Dec. 31, 1998, revenues increased 19% to a record $281,039,000 from $235,913,000 in 1997. Net income in 1998 increased 45% to $16,268,000 compared with $11,226,000 in 1997. Bob Antin, chairman and CEO, stated: "We are excited to have ended the year with a strong fourth quarter. This is the eighth consecutive quarter where we've experienced record revenues and earnings. Reflecting the success of implementing our strategy to leverage our growing revenue base, our operating income increased 58% to $7.7 million for the quarter, on a 22% increase in revenues." Antin further stated: "Our acquisition program continues to focus on our dual goals of maintaining our position as the country's largest provider of veterinary care and assuring the highest quality of care. "As previously announced, the company recently entered into a letter of intent to acquire AAH Management Corp. which owns or manages 15 veterinary hospitals in New York, New Jersey and Connecticut. This acquisition will provide a strong base for continued growth in the Northeast." During the 1998 fourth quarter, the company adopted EITF 97-2, pertaining to the accounting for contractual management arrangements. As a result of adopting EITF 97-2, the company no longer consolidates the operations of the hospitals owned by professional corporations and managed by VCA, but now includes the management fees earned from professional corporations in its consolidated financial results. Certain revenue and expense items for the 1996 and 1997 fiscal years and the subsequent fiscal Page 1 quarters will be reclassified to conform to the 1998 presentation. This change in accounting policy has no impact on gross profit, net income or earnings per share for any of the fiscal periods. VCA owns and operates the largest network of free-standing veterinary hospitals and the largest network of veterinary-exclusive clinical laboratories in the country. VCA also owns a partnership interest in Vet's Choice, a joint venture with Heinz Pet Products, an affiliate of H.J. Heinz Co. (NYSE:HNZ - NEWS), which markets and distributes a complete line of specialty pet foods. In addition, VCA owns an interest in Veterinary Pet Insurance Inc., the nation's largest pet health insurance company. 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. Page 2 Veterinary Centers of America Inc. Consolidated Statements of Income (Unaudited - In Thousands)
Three Months Year Ended Ended Dec. 31, Dec. 31, ------------------ ------------------- 1998 1997 1998 1997 Revenues: Animal Hospital $ 48,149 $41,268 $196,988 $170,548 Laboratory 22,934 16,710 89,896 68,997 Pet Food -- -- -- 1,064 Eliminations (1,392) (1,072) (5,845) (4,696) 69,691 56,906 281,039 235,913 Direct Costs 53,272 45,208 209,380 178,630 Gross Profit: Animal Hospital 9,105 6,162 41,969 32,389 Laboratory 7,314 5,536 29,690 24,326 Pet Food -- -- -- 568 16,419 11,698 71,659 57,283 General & Administrative: Corporate 3,675 2,685 14,218 13,092 Laboratory 1,497 1,085 5,475 4,184 Pet Food -- -- -- 400 5,172 3,770 19,693 17,676 Depreciation & Amortization 3,540 3,037 13,132 11,199 Operating Income 7,707 4,891 38,834 28,408 Interest Expense, Net 2,325 1,598 8,832 7,411 Income Before Minority Interest and Income Taxes 5,382 3,293 30,002 20,997 Minority Interest Expense 160 68 780 424 Provision for Income Taxes 2,184 1,175 12,954 9,347 Net Income $ 3,038 $ 2,050 $ 16,268 $ 11,226 Basic Earnings Per Share $ 0.15 $ 0.10 $ 0.80 $ 0.57 Diluted Earnings Per Share $ 0.14 $ 0.10 $ 0.74 $ 0.53 Shares Used for Computing Basic EPS 20,515 20,073 20,350 19,626 Shares Used for Computing Diluted EPS 22,177 21,243 21,940 21,013
CONTACT: Veterinary Centers of America Inc., Santa Monica Bob Antin/Tom Fuller, 310/392-9599 Page 3 EX-99.2 3 EXHIBIT 99.2 PRESS RELEASE EXHIBIT 99.2 VETERINARY CENTERS OF AMERICA INC. AND AAH MANAGEMENT CORP. SIGN MERGER AGREEMENT COMPANY TO ACQUIRE AAH MANAGEMENT CORP., THE MANAGER OF 15 VETERINARY PRACTICES LOCATED IN THE GREATER NEW YORK METROPOLITAN AREA SANTA MONICA, Calif.--(BUSINESS WIRE)--March 9, 1999-- Veterinary Centers of America Inc. ("VCA") (Nasdaq NMS:VCAI) and AAH Management Corp. ("AAH") Tuesday announced that they have signed a merger agreement in which VCA will acquire 100% of the outstanding securities of AAH Management Corp. AAH manages 15 veterinary practices in the New York and New Jersey markets. Under the terms of the agreement, VCA will buy the stock of AAH for a total consideration of approximately $12.6 million, consisting of $4.3 million in cash and notes and 517,568 shares of VCA common stock valued at approximately $8.3 million. In addition, VCA will assume AAH debt totaling approximately $15 million. Included in AAH's assets is approximately $4 million of real estate that houses certain of the company's hospital operations. The merger, which will be accounted for as a purchase, is expected to close on April 1, 1999. Bob Antin, Chairman and chief executive officer, said: "We view the combination of our two companies as an excellent opportunity to accelerate our growth in the New York Metropolitan area, one of the largest pet care markets in the country. Additionally, our management team in the Northeast will be significantly strengthened by the combination of our two management teams." Veterinary Centers of America owns and operates and manages the largest network of freestanding veterinary hospitals and the largest network of veterinary-exclusive clinical laboratories in the country. In addition, VCA has an investment in Veterinary Pet Insurance Inc., the nation's largest pet health insurance company. Page 4 With the exception of 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 success or failure of VCA in completing the definitive transaction documents, the satisfaction of all closing conditions, the ability of VCA to successfully integrate the operations of AAH with VCA's existing operations, the ability of VCA to continue to manage its growth, the effects of governmental regulation and the other factors discussed in VCA's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. CONTACT: Veterinary Centers of America Inc. Bob Antin or Tom Fuller, 310/392-9599 Page 5 -----END PRIVACY-ENHANCED MESSAGE-----