-----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, K8g0atymkoP+mNPkeDC8pQF6urozQmuvs4gKq2jShzqnBy+2QhQ7ehnsa51bS5DT Z+Mzm9xNiBluOnD3JluLUQ== 0001157523-05-009148.txt : 20051025 0001157523-05-009148.hdr.sgml : 20051025 20051025160045 ACCESSION NUMBER: 0001157523-05-009148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051025 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051025 DATE AS OF CHANGE: 20051025 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: 051154498 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 a5003116.txt VCA ANTECH, INC. 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): October 25, 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 October 25, 2005, regarding earnings for the third 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 October 25, 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 October 25, 2005, regarding earnings for the third quarter of fiscal 2005. 99.2 Press release dated October 25, 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. October 25, 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 October 25, 2005, regarding earnings for the third quarter of fiscal 2005. 99.2 Press release dated October 25, 2005, regarding earnings guidance. 4 EX-99.1 2 a5003116ex99-1.txt EXHIBIT 99.1 - EARNINGS PRESS RELEASE Exhibit 99.1 VCA Antech, Inc. Reports Third Quarter Results LOS ANGELES--(BUSINESS WIRE)--Oct. 25, 2005--VCA Antech, Inc. (NASDAQ NM: WOOF): -- Third quarter diluted earnings per common share increased 23.8% to $0.26. -- Third quarter revenue increased 25.0% to $229.2 million. Our company, VCA Antech, Inc. (NASDAQ NM: WOOF), a leading animal healthcare company in the United States, today reported financial results for its third quarter ended September 30, 2005 as follows: revenue increased 25.0% to $229.2 million; operating income increased 20.1% to $44.1 million; net income increased 28.3% to $22.3 million; and diluted earnings per common share increased 23.8% to $0.26. We also reported our financial results for the nine months ended September 30, 2005 as follows: revenue increased 25.1% to $622.7 million; operating income increased 19.0% to $125.9 million; reported net income was $50.8 million; and reported diluted earnings per common share was $0.61. Reported net income and reported diluted earnings per common share for the nine months ended September 30, 2005 included an after-tax charge of $11.5 million, or $0.13 per diluted common share, for debt retirement costs related to the refinancing of our senior term notes and the repurchase of our 9.875% senior subordinated notes. Reported net income and reported diluted earnings per common share for the nine months ended September 30, 2004 included an after-tax credit for certain significant items in the net amount of $646,000. Excluding these items from the nine months ended September 30, 2005 and 2004, adjusted net income increased 25.5% to $62.3 million and adjusted diluted earnings per common share increased 23.3% to $0.74. Bob Antin, Chairman and CEO, stated, "We had another excellent and productive quarter marked by continued growth in our core businesses and the completion of the Pet's Choice, Inc. merger on July 1, 2005. Also during the quarter we made a pre-payment of $35.0 million on our senior term notes. Consolidated revenue increased 25.0% to $229.2 million and diluted earnings per common share increased 23.8% to $0.26. "Our laboratory internal revenue growth for the third quarter of 2005 was 11.6%, generating a 12.9% increase in laboratory gross profit and an increase in laboratory gross profit margins to 44.3% compared to 43.8% in the comparable prior year quarter. Our laboratory operating margins increased to 37.9% compared to 37.6% in the third quarter of 2004. "The integration of the Pet's Choice animal hospitals is proceeding well and we are pleased that the operating results for the Pet's Choice animal hospitals were in line with our expectations. Our consolidated animal hospital revenue for the third quarter of 2005 grew 23.0%, generating a 24.2% increase in animal hospital gross profit and an increase in animal hospital gross profit margins to 20.4% compared to 20.2% in the comparable prior year quarter. Our animal hospital same-store revenue growth for the third quarter of 2005, adjusted for one less business day, was 6.5% and our same-store gross profit margins increased to 21.6% compared to 20.4% in the comparable prior year quarter. Our consolidated animal hospital operating margins increased to 17.9% compared to 17.7% in the third 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 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 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 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 diluted earnings per common share in accordance with GAAP. 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 third quarter 2005 financial results during a conference call today, October 25, 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 our financial condition or operations; the ability to successfully integrate the Pet's Choice animal hospitals and achieve all of the expected operating synergies; 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 June 30, 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 Nine Months Ended September 30, 2005 and 2004 (Unaudited - In Thousands, Except Per Share Amounts) Three Months Nine Months Ended September 30, Ended September 30, ------------------- ------------------- 2005 2004 2005 2004 ---------- -------- --------- --------- Revenue: Laboratory $56,555 $50,685 $168,271 $151,818 Animal hospital 167,815 136,399 449,128 355,739 Medical technology 10,595 - 20,437 - Intercompany (5,723) (3,732) (15,147) (9,908) ---------- -------- --------- --------- 229,242 183,352 622,689 497,649 ---------- -------- --------- --------- - Direct costs 166,598 133,571 448,783 358,304 Gross profit: Laboratory 25,077 22,215 76,324 67,650 Animal hospital 34,244 27,566 91,796 71,695 Medical technology 3,714 - 6,411 - Intercompany (391) - (625) - ---------- -------- --------- --------- 62,644 49,781 173,906 139,345 ---------- -------- --------- --------- Selling, general and administrative: Laboratory 3,636 3,136 10,347 9,499 Animal hospital 4,072 3,423 11,582 9,227 Medical technology 2,806 - 6,295 - Corporate 7,880 6,478 19,719 14,777 ---------- -------- --------- --------- 18,394 13,037 47,943 33,503 ---------- -------- --------- --------- Loss (gain) on sale of assets 115 (12) 27 54 ---------- -------- --------- --------- Operating income 44,135 36,756 125,936 105,788 Interest expense, net 6,034 6,629 18,782 18,712 Other (income) expense (130) (9) 1 (185) Minority interest expense 778 746 2,309 1,917 Debt retirement costs - - 19,282 810 ---------- -------- --------- --------- Income before provision for income taxes 37,453 29,390 85,562 84,534 Provision for income taxes 15,196 12,046 34,797 34,279 ---------- -------- --------- --------- Net income $22,257 $17,344 $50,765 $50,255 ========== ======== ========= ========= Diluted earnings per common share $0.26 $0.21 $0.61 $0.60 ========== ======== ========= ========= Shares used for computing diluted earnings per common share 84,019 83,455 83,818 83,300 ========== ======== ========= ========= VCA Antech, Inc. Supplemental Operating Data For the Three and Nine Months Ended September 30, 2005 and 2004 (Unaudited - In Thousands, Except Per Share Amounts) Table #1 Three Months Nine Months Reconciliation of net income Ended September 30, Ended September 30, to adjusted net income ------------------- ------------------- 2005 2004 2005 2004 --------- --------- --------- --------- Net income $22,257 $17,344 $50,765 $50,255 Certain significant items: Debt retirement costs - - 19,282 810 Litigation settlement reimbursement - - - (1,124) Related income tax benefit - - (7,765) (332) --------- --------- --------- --------- - - 11,517 (646) --------- --------- --------- --------- Adjusted net income $22,257 $17,344 $62,282 $49,609 ========= ========= ========= ========= Table #2 Reconciliation of diluted earnings per common share to adjusted diluted earnings per common share Diluted earnings per common share $0.26 $0.21 $0.61 $0.60 Certain significant items as detailed in Table #1, net of income tax benefit - - 0.13 - --------- --------- --------- --------- Adjusted diluted earnings per common share $0.26 $0.21 $0.74 $0.60 ========= ========= ========= ========= Shares used for computing adjusted diluted earnings per common share 84,019 83,455 83,818 83,300 ========= ========= ========= ========= Table #3 Reconciliation of operating income to adjusted operating income and operating margin to adjusted operating margin Revenue $229,242 $183,352 $622,689 $497,649 ========= ========= ========= ========= Operating income $44,135 $36,756 $125,936 $105,788 Operating margin 19.3% 20.0% 20.2% 21.3% Certain significant items: Litigation settlement reimbursement - - - (1,124) --------- --------- --------- --------- Adjusted operating income $44,135 $36,756 $125,936 $104,664 ========= ========= ========= ========= Adjusted operating margin 19.3% 20.0% 20.2% 21.0% VCA Antech, Inc. Supplemental Operating Data - Continued For the Three and Nine Months Ended September 30, 2005 and 2004 (Unaudited - In Thousands) Three Months Nine Months Table #4 Ended September 30, Ended September 30, ------------------- ------------------- Depreciation and amortization 2005 2004 2005 2004 -------- -------- ------- ------- Depreciation and amortization included in direct costs: Laboratory $ 1,010 $ 809 $ 2,760 $ 2,527 Animal hospital 3,363 2,682 8,977 7,619 Medical technology 276 - 832 - Intercompany (20) - (36) - -------- -------- ------- ------- 4,629 3,491 12,533 10,146 Depreciation and amortization included in selling, general and administrative expense: 533 481 1,414 1,261 -------- -------- ------- ------- Total depreciation and amortization $ 5,162 $ 3,972 $13,947 $11,407 ======== ======== ======= ======= As of September 30, 2005 and December 31, 2004 (Unaudited - In Thousands) Table #5 Selected consolidated balance September 30, December 31, sheet data 2005 2004 ------------- ------------ Cash $ 44,501 $ 30,964 Accounts receivable, net $ 33,764 $ 28,936 Stockholders' equity $ 289,055 $ 232,759 Total assets $ 862,938 $ 742,100 Debt: Revolving credit facility $ - $ - Senior term notes 437,713 223,313 9.875% senior subordinated notes - 170,000 Other debt 16,367 3,576 ------------- ------------ Total debt $ 454,080 $ 396,889 ============= ============ VCA Antech, Inc. Supplemental Operating Data - Continued For the Nine Months Ended September 30, 2005 and 2004 (Unaudited - In Thousands) For the Nine Months Table #6 Ended September 30, -------------------- Selected cash flow and expense data 2005 2004 ----------- -------- Net cash provided by operating activities $91,214 $71,735 Rent expense $20,204 $15,272 Capital expenditures $22,725 $16,035 CONTACT: VCA Antech, Inc. Media contact: Tomas Fuller, Chief Financial Officer, 310-571-6505 EX-99.2 3 a5003116ex99-2.txt EXHIBIT 99.2 - EARNINGS GUIDANCE PRESS RELEASE Exhibit 99.2 VCA Antech, Inc. Provides Financial Guidance LOS ANGELES--(BUSINESS WIRE)--Oct. 25, 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. We are providing the following financial guidance for the three months ending December 31, 2005: -- Revenue of $211 million to $214 million; and -- Diluted earnings per common share of $0.18 to $0.19. We are providing the following preliminary financial guidance for the year ending December 31, 2006: -- Revenue of $940 million to $955 million; and -- Diluted earnings per common share of $1.03 to $1.06. We will adopt Statement of Financial Accounting Standards, or SFAS, No. 123(R) on January 1, 2006. SFAS No. 123(R) will require us to expense the cost of share-based payments to employees, including stock options. The 2006 guidance provided above includes share-based compensation. We expect share-based compensation of $0.02 per diluted common share in 2006 based on options granted as of September 30, 2005. 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 fourth quarter of 2005 and our preliminary guidance for 2006. Such statements are just predictions and involve risks and uncertainties such that actual results and performance may differ materially. Factors that might cause such a difference include: a material adverse change in our financial condition or operations; the ability to successfully integrate the Pet's Choice animal hospitals and achieve all of the expected operating synergies; 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 June 30, 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-----