-----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, V5D7FkgGvtIh6ufsaNNLzgUfj5+q9uvYQYND7esGwPHl9VYoXEwm5Tqpgv6+xaKq +cF2+0Tn5BJ6/+ccqLknPA== 0001157523-04-003865.txt : 20040427 0001157523-04-003865.hdr.sgml : 20040427 20040427160409 ACCESSION NUMBER: 0001157523-04-003865 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040427 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: 04757122 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 a4625645.txt VCA ANTECH INC 8-K DOCUMENT 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 27, 2004 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) 1 ITEM 5. OTHER EVENTS Reference is made to the press release of Registrant issued on April 27, 2004, 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 27, 2004, regarding earnings guidance. 99.2 Press release dated April 27, 2004, regarding earnings for the first quarter of fiscal 2004. ITEM 12. Results of Operations and Financial Condition Reference is made to the press release of Registrant issued on April 27, 2004, regarding earnings for the first quarter of fiscal 2004, 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. April 27, 2004 VCA Antech, Inc. /s/ Tomas W. Fuller ---------------------------- By: Tomas W. Fuller Its: Chief Financial Officer 3 EXHIBIT INDEX Exhibits 99.1 Press release dated April 27, 2004, regarding earnings guidance. 99.2 Press release dated April 27, 2004, regarding earnings for the first quarter of fiscal 2004. 4 EX-99.1 2 a4625645ex991.txt EARNINGS GUIDANCE PRESS RELEASE Exhibit 99.1 VCA Antech, Inc. Increases Financial Guidance for Fiscal Year 2004 and Provides Financial Guidance for the Second Quarter of 2004 LOS ANGELES--(BUSINESS WIRE)--April 27, 2004--VCA Antech, Inc. (Nasdaq:WOOF), a leading animal health care company in the United States, provides the following revised guidance for all investors in adherence with Regulation Fair Disclosure as issued by the United States Securities and Exchange Commission, SEC, 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 2004, VCA Antech is increasing its financial guidance for the year ending December 31, 2004 as follows: -- Projected revenue to a range of $592.0 million to $604.0 million, -- Projected operating income to a range of $127.0 million to $128.0 million, -- Projected net income to a range of $59.4 million to $60.4 million, -- Projected diluted earnings per common share to a range of $1.43 to $1.44. During the first quarter ended March 31, 2004, the Company recognized a before and after-tax benefit of $1.1 million, or $0.03 per diluted common share, for the settlement of an insurance claim relating to a prior legal settlement. This reimbursement has been reflected in the revised projected operating income, projected net income and projected diluted earnings per common share above. Financial guidance for the three months ended June 30, 2004 is as follows: revenue from $154.0 million to $157.0 million and diluted earnings per common share from $0.42 to $0.43. 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 SEC 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 freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country. CONTACT: VCA Antech, Inc. Tom Fuller, Chief Financial Officer, 310-571-6505 EX-99.2 3 a4625645ex992.txt FIRST QUARTER PRESS RELEASE Exhibit 99.2 VCA Antech, Inc. Reports First Quarter Results LOS ANGELES--(BUSINESS WIRE)--April 27, 2004--VCA Antech, Inc. (Nasdaq:WOOF): -- First quarter reported diluted earnings per common share was $0.36. -- First quarter adjusted diluted earnings per common share was $0.33, beating earnings consensus estimate by $0.04 per diluted common share. -- First quarter reported revenue increased 14.9% to a record $144.4 million. VCA Antech, Inc. (Nasdaq:WOOF), a leading animal health care company in the United States, today reported financial results for the first quarter ended March 31, 2004 as follows: revenue increased 14.9% to a first quarter record of $144.4 million; operating income increased 30.8% to $30.8 million; reported net income increased to $14.7 million; and reported diluted earnings per common share increased to $0.36. Reported net income and reported diluted earnings per share for 2004 included an after-tax benefit of $1.1 million for the settlement of an insurance claim relating to a prior legal settlement. Reported net income and reported diluted earnings per share for 2003 included an after-tax charge of $4.4 million for debt retirement costs. Excluding these items, adjusted net income increased 42.5% to $13.6 million, and adjusted diluted earnings per share increased 37.5% to $0.33, compared to the same period in 2003. Bob Antin, Chairman and CEO, stated, "We had an excellent first quarter. We increased adjusted diluted earnings per common share by 37.5% from $0.24 to $0.33, exceeding the earnings consensus estimate by $0.04. We continue to focus on the delivery of great service and remain enthusiastic about opportunities in the pet health care market. With an increase in first quarter revenue of 14.9%, our adjusted operating income increased by 26.0% to $29.7 million and our adjusted operating margin increased to 20.6% from 18.8% in 2003. "Our laboratory segment for the first quarter of 2004 increased laboratory revenue by 17.9%, generating an increase in laboratory operating income of 23.8% to $18.3 million and an increase in laboratory operating margin to 37.2% from 35.5% in 2003. Laboratory internal revenue growth was 11.3% for the first quarter of 2004. "Our animal hospital segment for the first quarter of 2004 increased animal hospital revenue by 13.5%, generating an increase in animal hospital operating income of 15.2% to $15.3 million and an increase in animal hospital operating margin to 15.6% from 15.4% in 2003. Animal hospital same-facility revenue growth was 5.2% for the first quarter of 2004." Non-GAAP Financial Measures We believe investors' understanding of our total performance is enhanced by disclosing adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted earnings per common share. We define adjusted net income, adjusted operating income, adjusted operating margin and adjusted diluted earnings per common share as the reported items, adjusted to exclude certain significant items. For the periods presented in this press release, the only significant item that was excluded from adjusted operating income and adjusted operating margin was a litigation settlement reimbursement recognized during the first quarter of 2004 as a result of the Company settling a claim with its insurance company. The only significant items excluded from adjusted net income were the litigation settlement reimbursement recognized during the first quarter of 2004 and debt retirement costs incurred during the first quarter of 2003. Adjusted diluted earnings per common share is adjusted net income divided by diluted common shares outstanding. Management uses adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted earnings per common share because they exclude the effects of the litigation settlement reimbursement and debt retirement costs that we believe are not representative of our core operations for the periods presented. As a result, these non-GAAP financial measures help to provide meaningful comparisons of our overall performance from one reporting period to another and meaningful assessments of our future performance and related trends. There are material limitations associated with the use of these non-GAAP financial measures: adjusted operating income and adjusted operating margin exclude the impact of significant items (in this case, the litigation settlement reimbursement); adjusted net income excludes the impact of significant items (in this case, the litigation settlement reimbursement and debt retirement costs) on current performance; and adjusted diluted earnings per common share does not depict the amount accrued directly to each stockholder's benefit. To compensate for the limitations in the non-GAAP financial measures discussed above, we ensure that our disclosures provide a complete understanding of all adjustments found in non-GAAP financial measures, and we reconcile the non-GAAP financial measures to the GAAP financial measures in the financial schedules titled "Supplemental Operating Data" below. Conference Call VCA Antech will discuss its first quarter 2004 financial results during a conference call today, April 27, 2004 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 800-361-0912. 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 freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country. VCA Antech, Inc. Consolidated Statements of Operations For the Three Months Ended March 31, 2004 and 2003 (Unaudited - In Thousands, Except Per Share Amounts) Three Months Ended March 31, ---------------------- 2004 2003 ----------- ---------- Revenue: Laboratory $49,182 $41,698 Animal hospital 97,956 86,307 Intercompany (2,788) (2,426) ----------- ---------- 144,350 125,579 ----------- ---------- Direct costs, excluding operating depreciation: Laboratory 26,894 23,456 Animal hospital 77,462 68,300 Intercompany (2,788) (2,426) ----------- ---------- 101,568 89,330 ----------- ---------- Selling, general and administrative: Laboratory 3,173 2,707 Animal hospital 2,748 2,503 Corporate 2,386 4,153 ----------- ---------- 8,307 9,363 ----------- ---------- Depreciation and amortization 3,616 3,577 Loss (gain) on sale of assets 62 (238) ----------- ---------- Operating income 30,797 23,547 Interest expense, net 5,985 6,992 Other expense 111 127 Minority interest expense 416 361 Debt retirement costs - 7,417 ----------- ---------- Income before provision for income taxes 24,285 8,650 Provision for income taxes 9,541 3,467 ----------- ---------- Net income $14,744 $5,183 =========== ========== Diluted earnings per common share $0.36 $0.13 =========== ========== Shares used for computing diluted earnings per common share 41,510 39,417 =========== ========== VCA Antech, Inc. Supplemental Operating Data For the Three Months Ended March 31, 2004 and 2003 (Unaudited - In Thousands, Except Per Share Amounts) Table #1 Three Months Reconciliation of net income to adjusted net Ended March 31, income ---------------------- 2004 2003 ----------- ---------- Net income $14,744 $5,183 Certain significant items: Debt retirement costs - 7,417 Litigation settlement reimbursement (1,124) - Related income tax benefit - (3,041) ----------- ---------- (1,124) 4,376 ----------- ---------- Adjusted net income $13,620 $9,559 =========== ========== Table #2 Reconciliation of diluted earnings per common share to adjusted diluted earnings per common share Diluted earnings per common share $0.36 $0.13 Certain significant items as detailed in Table #1, net of income tax benefit (0.03) 0.11 ----------- ---------- Adjusted diluted earnings per common share $0.33 $0.24 =========== ========== Shares used for computing adjusted diluted earnings per common share 41,510 39,417 =========== ========== Table #3 Reconciliation of operating income to adjusted operating income and operating margin to adjusted operating margin Revenue $144,350 $125,579 =========== ========== Operating income $30,797 $23,547 Operating margin 21.3% 18.8% Certain significant items: Litigation settlement reimbursement (1,124) - ----------- ---------- Adjusted operating income $29,673 $23,547 =========== ========== Adjusted operating margin 20.6% 18.8% Table #4 Depreciation and amortization Operating depreciation: Laboratory $768 $700 Animal hospital 2,014 2,054 ----------- ---------- 2,782 2,754 Corporate depreciation 394 346 Amortization expense 440 477 ----------- ---------- Depreciation and amortization $3,616 $3,577 =========== ========== As of March 31, 2004 and December 31, 2003 (Unaudited - In Thousands) Table #5 March 31, Dec. 31, ----------- ---------- Selected consolidated balance sheet data 2004 2003 ----------- ---------- Cash $29,361 $17,237 Accounts receivable, net $26,141 $22,335 Stockholders' equity $177,412 $161,923 Total assets $579,327 $554,803 Debt: Revolving credit facility $- $- Senior term D notes 145,333 145,703 9.875% senior subordinated notes 170,000 170,000 Other 1,742 1,770 Unamortized discounts - (4) ----------- ---------- Total debt $317,075 $317,469 =========== ========== For the Three Months Table #6 Ended March 31, ---------------------- Selected cash flow and expense data 2004 2003 ----------- ---------- Net cash provided by operating activities $29,536 $22,379 Rent expense $4,468 $3,835 Capital expenditures $3,465 $2,825 CONTACT: VCA Antech, Inc. Tom Fuller, Chief Financial Officer, 310-571-6505 -----END PRIVACY-ENHANCED MESSAGE-----