-----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, HKXwzx7hMgMkGd+Pb4sNfsFdhqWGxcsqyT8i91BMxcDOtnN4JXWgbLcp5bs8Qfao WQDakO4W1GMvxZ9T3+aATg== 0001157523-05-006535.txt : 20050726 0001157523-05-006535.hdr.sgml : 20050726 20050726161020 ACCESSION NUMBER: 0001157523-05-006535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050726 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050726 DATE AS OF CHANGE: 20050726 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: 05974355 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 a4938282.txt VCA ANTECH 8-K UNITED STATES 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 26, 2005 ------------- 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 2.02: Results of Operations and Financial Condition Reference is made to the press release of Registrant issued on July 26, 2005, regarding earnings for the second quarter of fiscal 2005, which is incorporated herein by reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. Item 8.01: Other Events Reference is made to the press release of Registrant issued on July 26, 2005, regarding earnings guidance, which is incorporated herein by reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.2. Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release dated July 26, 2005, regarding earnings for the second quarter of fiscal 2005. 99.2 Press release dated July 26, 2005, regarding earnings guidance. 2 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. July 26, 2005 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 26, 2005, regarding earnings for the second quarter of fiscal 2005. 99.2 Press release dated July 26, 2005, regarding earnings guidance. 4 EX-99.1 2 a4938282ex99_1.txt EXHIBIT 99.1 - EARNINGS PRESS RELEASE Exhibit 99.1 VCA Antech, Inc. Reports Second Quarter Results LOS ANGELES--(BUSINESS WIRE)--July 26, 2005--VCA Antech, Inc. (NASDAQ:WOOF): -- Second quarter reported diluted earnings per common share was $0.13, which includes a $0.14 charge for debt retirement costs. -- Second quarter adjusted diluted earnings per common share increased 22.7% to $0.27. -- Second quarter reported revenue increased 21.6% to a record $206.6 million. Our company, VCA Antech, Inc. (NASDAQ:WOOF), a leading animal healthcare company in the United States, today reported financial results for our second quarter ended June 30, 2005 as follows: revenue increased 21.6% to a record $206.6 million; operating income increased 18.7% to $45.4 million; reported net income was $11.3 million; and reported diluted earnings per common share was $0.13. Reported net income and reported diluted earnings per common share for the quarter ended June 30, 2005 included an after-tax charge of $11.5 million, or $0.14 per diluted common share, for debt retirement costs related to both the refinancing of our senior term notes and the purchase of our 9.875% senior subordinated notes. Reported net income and reported diluted earnings per common share for the quarter ended June 30, 2004 included an after-tax charge of $478,000 for debt retirement costs. Excluding these items from the quarters ended June 30, 2005 and 2004, adjusted net income increased 22.2% to $22.8 million and adjusted diluted earnings per common share increased 22.7% to $0.27. We also reported our financial results for the six months ended June 30, 2005 as follows: revenue increased 25.2% to a record $393.4 million; operating income increased 18.5% to $81.8 million; reported net income was $28.5 million; and reported diluted earnings per common share was $0.34. Reported net income and reported diluted earnings per common share for the six months ended June 30, 2005 included an after-tax charge of $11.5 million, or $0.14 per diluted common share, for debt retirement costs, as discussed above. Reported net income and reported diluted earnings per common share for the six months ended June 30, 2004 included an after-tax credit for certain significant items of $646,000. Excluding these items from the six months ended June 30, 2005 and 2004, adjusted net income increased 24.1% to $40.0 million and adjusted diluted earnings per common share increased 23.1% to $0.48. Bob Antin, Chairman and CEO, stated, "We had another excellent and productive quarter marked by continued growth in our core businesses with revenue increasing 21.6% to a second quarter record of $206.6 million and adjusted diluted earnings per common share increasing 22.7% to $0.27. "In addition, we successfully refinanced our senior credit facility, lowering the interest rate on our senior term notes by 25 basis points to LIBOR plus 150 basis points. As part of that refinancing, we borrowed additional funds used to purchase all of our 9.875% senior subordinated notes in May 2005 and to acquire Pet's Choice, Inc. on July 1, 2005. We are very excited about the Pet's Choice merger and the opportunity to expand our presence in Texas, Arizona and Washington. Pet's Choice operates 46 animal hospitals in five states with annual revenue for the fiscal year ended March 27, 2005 of $69.4 million. "Our laboratory internal revenue growth for the second quarter of 2005 was 12.2%, generating a 14.2% increase in laboratory gross profit and an increase in laboratory gross profit margins to 47.0% compared to 46.1% in the comparable prior year quarter. Our laboratory operating margins increased to 41.2% compared to 40.0% in the second quarter of 2004. "Our consolidated animal hospital revenue for the second quarter of 2005 grew 21.9%, generating a 22.2% increase in animal hospital gross profit and an increase in animal hospital gross profit margins to 21.5% compared to 21.4% in the comparable prior year quarter. Our animal hospital same-store revenue growth for the second quarter of 2005 was 6.4% and our same-store gross profit margins increased to 22.2% compared to 21.8% in the comparable prior year quarter. Our consolidated animal hospital operating margins increased to 19.0% compared to 18.9% in the second 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, debt retirement costs incurred during the second quarter of 2004, and debt retirement costs related to both the refinancing of our senior term notes and the purchase of our 9.875% senior subordinated notes incurred during the second quarter of 2005. 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 effect of the litigation settlement reimbursement and debt retirement costs and related expenses that we believe are not representative of our core operations for the period 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 is a material limitation 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) on current performance; and adjusted net income excludes the impact of significant items (in this case, the litigation settlement reimbursement and debt retirement costs and related expenses) 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, 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 attached financial schedules titled "Supplemental Operating Data." Conference Call We will discuss our company's second quarter 2005 financial results during a conference call today, July 26, 2005 at 4:30 p.m. Eastern Time. You can access a live broadcast of the call by visiting our website at http://investor.vcaantech.com. You can also access the call via telephone by dialing (800) 289-0496. Interested parties should call at least 10 minutes prior to the start of the call to register. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including our statement regarding continued growth in our core businesses and our expectations regarding our acquisition of Pet's Choice. Among the important factors that could cause actual results to differ are: a material adverse change in the financial condition or operations of VCA Antech, Inc. or Pet's Choice; the ability to successfully integrate the two companies and achieve expected operating synergies following the merger; the rate of our laboratory internal revenue growth and animal hospital same-store revenue growth; the level of direct costs and our ability to maintain revenue at a level necessary to maintain expected operating margins; the level of selling, general and administrative costs; the effects of competition; any impairment in the carrying value of our goodwill; the effects of our recent acquisitions and our ability to effectively manage our growth; changes in prevailing interest rates; our ability to service our debt; and general economic conditions. These and other risk factors are discussed in our periodic reports filed with the SEC, including our Report on Form 10-K for the year ended December 31, 2004 and our periodic Report on Form 10-Q for the quarter ended March 31, 2005, 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. We own, operate and manage the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, and we supply ultrasound and digital radiography equipment to the veterinary industry. VCA Antech, Inc. Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2005 and 2004 (Unaudited - In Thousands, Except Per Share Amounts) Three Months Six Months Ended June 30, Ended June 30, ----------------- ------------------- 2005 2004 2005 2004 -------- -------- --------- --------- Revenue: Laboratory $58,277 $51,951 $111,716 $101,133 Animal hospital 147,959 121,384 281,313 219,340 Medical technology 5,358 - 9,842 - Intercompany (5,010) (3,388) (9,424) (6,176) -------- -------- --------- --------- 206,584 169,947 393,447 314,297 -------- -------- --------- --------- Direct costs 145,849 119,943 282,185 224,733 Gross profit: Laboratory 27,378 23,968 51,247 45,435 Animal hospital 31,817 26,036 57,552 44,129 Medical technology 1,658 - 2,697 - Intercompany (118) - (234) - -------- -------- --------- --------- 60,735 50,004 111,262 89,564 -------- -------- --------- --------- Selling, general and administrative: Laboratory 3,346 3,190 6,711 6,363 Animal hospital 3,807 3,056 7,510 5,804 Medical technology 1,922 - 3,489 - Corporate 6,342 5,519 11,839 8,299 -------- -------- --------- --------- 15,417 11,765 29,549 20,466 -------- -------- --------- --------- Loss (gain) on sale of assets (78) 4 (88) 66 -------- -------- --------- --------- Operating income 45,396 38,235 81,801 69,032 Interest expense, net 6,081 6,098 12,748 12,083 Other (income) expense 67 (287) 131 (176) Minority interest expense 846 755 1,531 1,171 Debt retirement costs 19,282 810 19,282 810 -------- -------- --------- --------- Income before provision for income taxes 19,120 30,859 48,109 55,144 Provision for income taxes 7,858 12,692 19,601 22,233 -------- -------- --------- --------- Net income $11,262 $18,167 $28,508 $32,911 ======== ======== ========= ========= Diluted earnings per common share (a) $0.13 $0.22 $0.34 $0.40 ======== ======== ========= ========= Shares used for computing diluted earnings per common share (a) 83,874 83,382 83,709 83,218 ======== ======== ========= ========= VCA Antech, Inc. Supplemental Operating Data For the Three and Six Months Ended June 30, 2005 and 2004 (Unaudited - In Thousands, Except Per Share Amounts) Three Months Six Months Table #1 Ended June 30, Ended June 30, ------------------- ------------------- Reconciliation of net income 2005 2004 2005 2004 to adjusted net income --------- --------- --------- --------- Net income $11,262 $18,167 $28,508 $32,911 Certain significant items: Debt retirement costs 19,282 810 19,282 810 Litigation settlement reimbursement - - - (1,124) Related income tax benefit (7,765) (332) (7,765) (332) --------- --------- --------- --------- 11,517 478 11,517 (646) --------- --------- --------- --------- Adjusted net income $22,779 $18,645 $40,025 $32,265 ========= ========= ========= ========= Table #2 Reconciliation of diluted earnings per common share to adjusted diluted earnings per common share (a) Diluted earnings per common share $0.13 $0.22 $0.34 $0.40 Certain significant items as detailed in Table #1, net of income tax benefit 0.14 - 0.14 (0.01) --------- --------- --------- --------- Adjusted diluted earnings per common share $0.27 $0.22 $0.48 $0.39 ========= ========= ========= ========= Shares used for computing adjusted diluted earnings per common share 83,874 83,382 83,709 83,218 ========= ========= ========= ========= Table #3 Reconciliation of operating income to adjusted operating income and operating margin to adjusted operating margin Revenue $206,584 $169,947 $393,447 $314,297 ========= ========= ========= ========= Operating income $45,396 $38,235 $81,801 $69,032 Operating margin 22.0% 22.5% 20.8% 22.0% Certain significant items: Litigation settlement reimbursement - - - (1,124) --------- --------- --------- --------- Adjusted operating income $45,396 $38,235 $81,801 $67,908 ========= ========= ========= ========= Adjusted operating margin 22.0% 22.5% 20.8% 21.6% Three Months Six Months Table #4 Ended June 30, Ended June 30, --------------- --------------- Depreciation and amortization 2005 2004 2005 2004 ------- ------- ------- ------- Depreciation and amortization included in direct costs: Laboratory $863 $897 $1,750 $1,718 Animal hospital 2,888 2,536 5,614 $4,937 Medical technology 278 - 556 - Intercompany (16) - (16) - ------- ------- ------- ------- 4,013 3,433 7,904 6,655 Depreciation and amortization included in selling, general and administrative expense: 430 386 881 780 ------- ------- ------- ------- Total depreciation and amortization $4,443 $3,819 $8,785 $7,435 ======= ======= ======= ======= As of June 30, 2005 and December 31, 2004 (Unaudited - In Thousands) Table #5 June 30, December 31, 2005 2004 Selected consolidated balance sheet data ------------- -------------- Cash $115,515 $30,964 Accounts receivable, net $33,268 $28,936 Stockholders' equity $263,855 $232,759 Total assets $859,104 $742,100 Debt: Revolving credit facility $- $- Senior term B notes 473,813 - Senior term F notes - 223,313 9.875% senior subordinated notes - 170,000 Other debt 2,751 3,576 ------------- -------------- Total debt $476,564 $396,889 ============= ============== VCA Antech, Inc. Supplemental Operating Data - Continued For the Six Months Ended June 30, 2005 and 2004 (Unaudited - In Thousands) For the Six Months Table #6 Ended June 30, ------------------------- Selected cash flow and expense data 2005 2004 ------------ ------------ Net cash provided by operating activities $54,425 $42,315 Rent expense $12,389 $9,397 Capital expenditures $14,681 $9,027 Notes to Press Release (a) Diluted shares outstanding and earnings per share information presented in this release have been adjusted to reflect the 2-for-1 stock split effected in the form of a 100% stock dividend on August 25, 2004. CONTACT: VCA Antech, Inc. Tomas Fuller, 310-571-6505 EX-99.2 3 a4938282ex99_2.txt EXHIBIT 99.2 - EARNINGS GUIDANCE PRESS RELEASE Exhibit 99.2 VCA Antech, Inc. Updates Guidance for the Third Quarter and Fiscal Year 2005 LOS ANGELES--(BUSINESS WIRE)--July 26, 2005--Our company, VCA Antech, Inc. (NASDAQ:WOOF), a leading animal healthcare company in the United States, provides financial guidance for all investors in adherence with Regulation Fair Disclosure as issued by the United States Securities and Exchange Commission, SEC. We encourage 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. In response to our company's strong performance for the second quarter of 2005, our acquisition of Pet's Choice, Inc. ("Pet's Choice"), which was consummated on July 1, 2005, and our refinancing transactions consummated on May 16, 2005, we are updating our financial guidance for the year ending December 31, 2005. All amounts are before any potential special items. -- Revenue of $819 million to $826 million; -- Pet's Choice integration costs of $1.0 million to $1.5 million; -- Operating income of $157 million to $159 million; -- Net income of $63 million to $64 million; -- Adjusted net income of $75 million to $76 million, which excludes after-tax debt retirement costs of $11.5 million; -- Diluted earnings per common share of $0.75 to $0.76; and -- Adjusted diluted earnings per common share of $0.89 to $0.90, which excludes after-tax debt retirement costs of $0.14. Financial guidance for the three months ending September 30, 2005 is as follows: revenue of $215 million to $218 million and diluted earnings per common share of $0.23 to $0.24. On May 16, 2005, we retired our senior term F notes (at LIBOR + 1.75%) and repurchased our 9.875% senior subordinated notes with the proceeds received from our new senior term B notes (at LIBOR + 1.50%) in the amount of $475 million. We used the additional funds under the new senior term B notes to acquire Pet's Choice. During the quarter ended June 30, 2005, we also entered into three new interest rate swap agreements effectively converting the LIBOR component for $150 million of our new senior term B notes to a fixed weighted average rate of 4.0%, or a fixed interest rate of 5.50%. Our guidance reflects the refinance, the interest rate swap agreements and debt assumed from Pet's Choice. Non-GAAP Financial Measures We believe investors' understanding of our total performance is enhanced by disclosing adjusted net income and adjusted diluted earnings per common share. Adjusted net income and adjusted diluted earnings per common share are adjusted to exclude approximately $19.3 million in debt retirement costs, or $11.5 million net of taxes, incurred in connection with the May 16, 2005 refinancing transactions. We use adjusted net income and adjusted diluted earnings per common share because they exclude the effect of debt retirement costs that we believe is not representative of our core operations. As a result, these non-GAAP financial measures help to provide meaningful comparisons of the overall performance from one reporting period to another and meaningful assessments of future performance and related trends. There are material limitations associated with the use of these non-GAAP financial measures: adjusted net income and adjusted diluted earnings per common share excludes the impact of debt retirement costs on operating performance and adjusted diluted earnings per common share does not depict the amount accrued directly to each stockholder's benefit. The following table reconciles the non-GAAP financial measures to the most comparable GAAP financial measures (in millions, except earnings per common share): Twelve Months Ending Guidance December 31, 2005 - -------- -------------------- Net income $63 $64 Debt retirement costs, net of taxes 12 12 -------------------- Adjusted net income $75 $76 ==================== Diluted earnings per common share $0.75 $0.76 Debt retirement costs 0.14 0.14 -------------------- Adjusted diluted earnings per common share $0.89 $0.90 ==================== Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including our financial guidance for the third quarter and year 2005. 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: a material adverse change in the financial condition or operations of VCA Antech, Inc. or Pet's Choice; the ability to successfully integrate the two companies and achieve expected operating synergies following the merger; the rate of our laboratory internal revenue growth and animal hospital same-store revenue growth; the level of direct costs and our ability to maintain revenue at a level necessary to maintain expected operating margins; the level of selling, general and administrative costs; the effects of competition; any impairment in the carrying value of our goodwill; the effects of our recent acquisitions and our ability to effectively manage our growth; changes in prevailing interest rates; our ability to service our debt; and general economic conditions. These and other risk factors are discussed in our periodic reports filed with the SEC, including our Report on Form 10-K for the year ended December 31, 2004 and our periodic Report on Form 10-Q for the quarter ended March 31, 2005, 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. We own, operate and manage the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, and we supply ultrasound and digital radiography equipment to the veterinary industry. CONTACT: VCA Antech, Inc. Tomas Fuller, 310-571-6505 -----END PRIVACY-ENHANCED MESSAGE-----