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): April
27, 2016
VCA
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
001-16783 |
95-4097995 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
12401 West Olympic Boulevard |
(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))
Item 2.02: Results of Operations and Financial Condition
On April 27, 2016, VCA Inc. issued a press release which included earnings for the first quarter of fiscal year 2016. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated
April 27, 2016, regarding earnings for the first quarter of fiscal year
2016.
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.
April 27, 2016 |
VCA Inc. |
|
|
/s/ Tomas W. Fuller |
|
By: |
Tomas W. Fuller |
|
Its: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibits |
||
99.1 |
Press release dated April 27, 2016, regarding earnings for the first quarter of fiscal year 2016. |
4
Exhibit 99.1
VCA Inc. Reports First Quarter 2016 Results and Increases Financial Guidance for 2016
LOS ANGELES--(BUSINESS WIRE)--April 27, 2016--VCA Inc. (NASDAQ: WOOF), a leading animal healthcare company in the United States and Canada, today reported financial results for the first quarter ended March 31, 2016, as follows: revenue increased 12.8% to a first quarter record of $563.4 million; gross profit increased 20.1% to $136.8 million; operating income increased 24.5% to $86.1 million; net income increased 20.7% to $46.2 million; diluted earnings per common share increased 23.9% to $0.57.
Excluding acquisition-related amortization expense, transaction expenses related to the acquisition of Companion Animal Practices, North America (“CAPNA”) and other discrete items detailed in this press release, Non-GAAP operating income increased 27.6% to $95.2 million; Non-GAAP net income for the quarter increased 28.9% to $53.7 million; and Non-GAAP diluted earnings per common share for the quarter increased 32.0% to $0.66.
Bob Antin, Chairman and CEO, stated, "We had an outstanding quarter highlighted by 32.0% growth in our adjusted diluted earnings per common share. We have continued to experience increasing organic revenue growth and gross margins in both our core Animal Hospital and Laboratory business segments. Given our results relative to our expectations and our future acquisition pipeline, we are increasing our guidance for the full year ended December 2016.
"Animal Hospital revenue in the first quarter increased 16.7%, to $458.6 million, driven by acquisitions made during the past 12 months and same-store revenue growth of 7.6%. Our same-store gross profit margin increased to 16.4%, from 14.3% in the prior-year quarter and our total gross margin increased to 16.0%, from 14.1% in the prior-year quarter. During the 2016 first quarter, we acquired 24 independent animal hospitals which had historical combined annual revenue of $84.0 million.
"Laboratory revenue increased 13.6%, to $106.7 million. Our Laboratory internal revenue growth increased 9.1% to $102.5 million from $94.0 million; laboratory gross profit margin increased 200 basis points to 53.1%, from 51.1%; and our operating margin increased 190 basis points to 43.5%, from 41.6% in the prior-year quarter."
2016 Guidance
We revise our previously provided guidance as follows:
The above revised guidance does not include the impact of the CAPNA acquisition. Assuming a closing date during the second quarter of 2016, we estimate an additional $0.03 to $0.04 in 2016 Non-GAAP adjusted diluted earnings per share excluding amortization, transaction and integration costs.
Non-GAAP Financial Measures
We believe investors’ understanding of our total performance is enhanced by disclosing Non-GAAP financial measures including Non-GAAP net income, Non-GAAP gross profit, Non-GAAP operating income and Non-GAAP diluted earnings per common share. We define these adjusted measures as the reported amounts, adjusted to exclude certain significant items and amortization of intangibles acquired in acquisitions.
Management believes these adjusted measures are useful to management and investors in evaluating the Company's operational performance and their use provides an additional tool for evaluating the Company's operating results and trends. 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 related trends.
There is a material limitation associated with the use of these Non-GAAP financial measures: our adjusted measures exclude the impact of these significant items, and as a result, our computation of 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 first quarter 2016 financial results during a conference call today, April 27th, at 9:00 a.m. Eastern Time. A live broadcast of the call may be accessed by visiting our website at investor.vca.com. The call may also be accessed by dialing (888) 311-3471. Interested parties should call at least ten minutes prior to the start of the call to register. Replay of the webcast will be available for ninety days by visiting the company's website.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Among the forward-looking statements in this press release are statements addressing our 2016 guidance and plans, expectations, future financial position and results of operation. These forward-looking statements are not historical facts and are inherently uncertain and out of our control. Any or all of our forward-looking statements in this press release may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Actual future results may vary materially. Among other factors that could cause our actual results to differ from this forward-looking information are: the continued effects of the economic uncertainty prevailing in regions in which we operate; our ability to execute on our growth strategy and to manage acquired operations; changes in demand for our products and services; fluctuations in our revenue adversely affecting our gross profit, operating income and margins; our ability to consummate the acquisition of CAPNA; a material adverse change in the financial condition or operations of either company; the ability to successfully integrate the two companies and achieve expected operating synergies following the transaction; and the effects of the other factors discussed in our Annual Report on Form 10-K, Reports on Form 10-Q and our other filings with the SEC.
About VCA Inc.
We own, operate and manage the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country. We also supply diagnostic imaging equipment to the veterinary industry.
VCA Inc. Condensed, Consolidated Income Statements (Unaudited) (In thousands, except per share amounts) |
||||||||
Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Revenue: | ||||||||
Animal hospital | $ | 458,623 | $ | 393,026 | ||||
Laboratory | 106,727 | 93,972 | ||||||
All other | 19,413 | 34,227 | ||||||
Intercompany | (21,324 | ) | (21,772 | ) | ||||
563,439 | 499,453 | |||||||
Direct costs | 426,659 | 385,591 | ||||||
Gross profit: | ||||||||
Animal hospital | 73,417 | 55,484 | ||||||
Laboratory | 56,716 | 47,982 | ||||||
All other | 6,910 | 11,424 | ||||||
Intercompany | (263 | ) | (1,028 | ) | ||||
136,780 | 113,862 | |||||||
Selling, general and administrative expense: | ||||||||
Animal hospital | 12,085 | 11,221 | ||||||
Laboratory | 10,296 | 8,865 | ||||||
All other | 5,299 | 8,687 | ||||||
Corporate | 22,448 | 15,625 | ||||||
50,128 | 44,398 | |||||||
Net loss on sale or disposal of assets | 563 | 335 | ||||||
Operating income | 86,089 | 69,129 | ||||||
Interest expense, net | 7,095 | 4,837 | ||||||
Other (income) expense | (264 | ) | 66 | |||||
Income before provision for income taxes | 79,258 | 64,226 | ||||||
Provision for income taxes | 31,536 | 24,673 | ||||||
Net income | 47,722 | 39,553 | ||||||
Net income attributable to noncontrolling interests | 1,495 | 1,252 | ||||||
Net income attributable to VCA Inc. | $ | 46,227 | $ | 38,301 | ||||
Diluted earnings per share | $ | 0.57 | $ | 0.46 | ||||
Weighted-average shares outstanding for diluted earnings per share | 81,523 | 83,373 | ||||||
VCA Inc. Condensed, Consolidated Balance Sheets (Unaudited) (In thousands) |
||||||||
March 31, 2016 |
December 31, 2015 |
|||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 74,480 | $ | 98,888 | ||||
Trade accounts receivable, net | 79,540 | 76,634 | ||||||
Inventory | 54,961 | 51,523 | ||||||
Prepaid expenses and other | 33,090 | 30,521 | ||||||
Prepaid income taxes | 7,798 | 24,598 | ||||||
Total current assets | 249,869 | 282,164 | ||||||
Property and equipment, net | 540,017 | 507,753 | ||||||
Other assets: | ||||||||
Goodwill | 1,656,389 | 1,517,650 | ||||||
Other intangible assets, net | 114,469 | 97,377 | ||||||
Notes receivable | 5,472 | 2,194 | ||||||
Deferred financing costs, net | 5,699 | 6,133 | ||||||
Other | 97,459 | 93,994 | ||||||
Total assets | $ | 2,669,374 | $ | 2,507,265 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 33,947 | $ | 33,623 | ||||
Accounts payable | 46,573 | 52,337 | ||||||
Accrued payroll and related liabilities | 88,510 | 75,519 | ||||||
Other accrued liabilities | 77,417 | 70,828 | ||||||
Total current liabilities | 246,447 | 232,307 | ||||||
Long-term debt, less current portion | 924,322 | 838,851 | ||||||
Deferred income taxes | 131,150 | 131,478 | ||||||
Other liabilities | 39,167 | 36,084 | ||||||
Total liabilities | 1,341,086 | 1,238,720 | ||||||
Redeemable noncontrolling interests | 11,787 | 11,511 | ||||||
VCA Inc. stockholders’ equity: | ||||||||
Common stock | 81 | 81 | ||||||
Additional paid-in capital | 22,681 | 19,708 | ||||||
Retained earnings | 1,321,434 | 1,275,207 | ||||||
Accumulated other comprehensive loss | (37,789 | ) | (50,034 | ) | ||||
Total VCA Inc. stockholders’ equity | 1,306,407 | 1,244,962 | ||||||
Noncontrolling interests | 10,094 | 12,072 | ||||||
Total equity | 1,316,501 | 1,257,034 | ||||||
Total liabilities and equity | $ | 2,669,374 | $ | 2,507,265 | ||||
VCA Inc. Condensed, Consolidated Statements of Cash Flows (Unaudited) (In thousands) |
||||||||
Three Months Ended March 31, |
||||||||
2016 | 2015 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 47,722 | $ | 39,553 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 21,289 | 19,797 | ||||||
Amortization of debt issue costs | 434 | 434 | ||||||
Provision for uncollectible accounts | 851 | 1,183 | ||||||
Net loss on sale or disposal of assets | 563 | 335 | ||||||
Share-based compensation | 4,906 | 4,132 | ||||||
Excess tax benefit from stock based compensation | (445 | ) | (791 | ) | ||||
Other | 4,489 | (989 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Trade accounts receivable | (3,339 | ) | (14,570 | ) | ||||
Inventory, prepaid expense and other assets | (7,569 | ) | 2,862 | |||||
Accounts payable and other accrued liabilities | (4,802 | ) | (6,954 | ) | ||||
Accrued payroll and related liabilities | 12,955 | 14,052 | ||||||
Income taxes | 16,855 | 21,581 | ||||||
Net cash provided by operating activities | 93,909 | 80,625 | ||||||
Cash flows from investing activities: | ||||||||
Business acquisitions, net of cash acquired | (160,385 | ) | (33,652 | ) | ||||
Property and equipment additions | (25,806 | ) | (16,526 | ) | ||||
Proceeds from sale of assets | 12 | 92 | ||||||
Other | (7,346 | ) | (576 | ) | ||||
Net cash used in investing activities | (193,525 | ) | (50,662 | ) | ||||
Cash flows from financing activities: | ||||||||
Repayment of debt | (9,678 | ) | (5,165 | ) | ||||
Proceeds from revolving credit facility | 90,000 | — | ||||||
Distributions to non-controlling interest partners | (1,238 | ) | (1,325 | ) | ||||
Purchase of non-controlling interests | (3,730 | ) | (1,483 | ) | ||||
Proceeds from issuance of common stock under stock option plans | 286 | 404 | ||||||
Excess tax benefit from stock based compensation | 445 | 791 | ||||||
Repurchase of common stock | (843 | ) | (44,845 | ) | ||||
Other | (333 | ) | (80 | ) | ||||
Net cash provided (used) in financing activities | 74,909 | (51,703 | ) | |||||
Effect of currency exchange rate changes on cash and cash equivalents | 299 | (365 | ) | |||||
Decrease in cash and cash equivalents | (24,408 | ) | (22,105 | ) | ||||
Cash and cash equivalents at beginning of period | 98,888 | 81,383 | ||||||
Cash and cash equivalents at end of period | $ | 74,480 | $ | 59,278 | ||||
VCA Inc. Supplemental Operating Data (Unaudited - In thousands, except per share amounts) |
|||||||||
Table #1 |
|||||||||
Reconciliation of net income attributable to |
Three Months Ended March 31, |
||||||||
VCA Inc., to Non-GAAP net income attributable | |||||||||
to VCA Inc. (1) | 2016 | 2015 | |||||||
Net income attributable to VCA Inc. | $ | 46,227 | $ | 38,301 | |||||
Adjustments to Other Long-term liabilities, net of tax (2) | 2,040 | — | |||||||
Discrete tax items (3) | 1,045 | — | |||||||
Transaction costs related to the CAPNA acquisition, net of tax (4) | 587 | — | |||||||
Acquisitions related amortization, net of tax (1) | 3,791 | 3,363 | |||||||
Non-GAAP net income attributable to VCA Inc. | $ | 53,690 | $ | 41,664 | |||||
Table #2 |
Three Months Ended March 31, |
||||||||
Reconciliation of diluted earnings per share to | |||||||||
Non-GAAP diluted earnings per share (1) | 2016 | 2015 | |||||||
Diluted earnings per share | $ | 0.57 | $ | 0.46 | |||||
Adjustments to Other Long-term liabilities, net of tax (2) | 0.02 | — | |||||||
Discrete tax items (3) | 0.01 | — | |||||||
Transaction costs related to the CAPNA acquisition, net of tax (4) | 0.01 | — | |||||||
Acquisitions related amortization, net of tax (1) | 0.05 | 0.04 | |||||||
Non-GAAP diluted earnings per share | $ | 0.66 | $ | 0.50 | |||||
Shares used for computing diluted earnings per share | 81,523 | 83,373 | |||||||
Table #3 |
Three Months Ended March 31, |
||||||||
Reconciliation of consolidated gross profit to | |||||||||
Non-GAAP consolidated gross profit (1) | 2016 | 2015 | |||||||
Consolidated gross profit | $ | 136,780 | $ | 113,862 | |||||
Acquisitions related amortization (1) | 6,228 | 5,465 | |||||||
Non-GAAP consolidated gross profit | $ | 143,008 | $ | 119,327 | |||||
Non-GAAP consolidated gross profit margin | 25.4 | % | 23.9 | % | |||||
Table #4 |
Three Months Ended March 31, |
||||||||
Reconciliation of consolidated operating income to | |||||||||
Non-GAAP consolidated operating income (1) | 2016 | 2015 | |||||||
Consolidated operating income | $ | 86,089 | $ | 69,129 | |||||
Adjustments to Other Long-term liabilities (2) | 1,954 | — | |||||||
Transaction costs related to the CAPNA acquisition (4) | 966 | — | |||||||
Acquisitions related amortization (1) | 6,228 | 5,526 | |||||||
Non-GAAP consolidated operating income | $ | 95,237 | $ | 74,655 | |||||
Non-GAAP consolidated operating margin | 16.9 | % | 14.9 | % | |||||
VCA Inc. Supplemental Operating Data (cont) (Unaudited - In thousands, except per share amounts) |
||
_________________________________________________ |
||
(1) |
Management believes that investors' understanding of our performance is enhanced by disclosing adjusted measures as the reported amounts, adjusted to exclude certain significant items and acquisition-related amortization. Non-GAAP net income, Non-GAAP diluted earnings per common share, Non-GAAP consolidated gross profit and Non-GAAP consolidated operating income measures are not, and should not be viewed as substitutes for U.S. generally accepted accounting principles (GAAP) net income, its components and diluted earnings per share. |
|
(2) |
We recorded a non-cash charge to adjust certain long-term liabilities for $3.4 million, or $2.0 million net of tax. $2.0 million of this amount relates to compensation and $1.4 million relates to interest accretion. |
|
(3) |
We recorded a tax adjustment to our income tax liabilities for $1.0 million. |
|
(4) | In the first quarter of 2016, we recorded transaction costs of $966,000, or $587,000 net of tax related to our acquisition of CAPNA. | |
VCA Inc. Supplemental Operating Data (cont) (Unaudited - In thousands, except per share amounts) |
||||||||
As of | ||||||||
Table #5 |
March 31, |
December 31, 2015 |
||||||
Selected consolidated balance sheet data | ||||||||
Debt: | ||||||||
Senior term notes | $ | 577,500 | $ | 585,000 | ||||
Revolving credit | 322,000 | 232,000 | ||||||
Other debt and capital leases | 58,769 | 55,474 | ||||||
Total debt | $ | 958,269 | $ | 872,474 | ||||
Three Months Ended March 31, |
||||||||
Table #6 | ||||||||
Selected expense data |
2016 | 2015 | ||||||
Rent expense | $ | 20,864 | $ | 18,780 | ||||
Depreciation and amortization included in direct costs: |
||||||||
Animal hospital | $ | 17,524 | $ | 15,962 | ||||
Laboratory | 2,748 | 2,475 | ||||||
All other | 752 | 940 | ||||||
Intercompany | (586 | ) | (523 | ) | ||||
$ | 20,438 | $ | 18,854 | |||||
Depreciation and amortization included in selling, general and administrative expense |
851 | 943 | ||||||
Total depreciation and amortization | $ | 21,289 | $ | 19,797 | ||||
Share-based compensation included in direct costs: | ||||||||
Laboratory | $ | 177 | $ | 161 | ||||
Share-based compensation included in selling, general and administrative expense: |
||||||||
Animal hospital | 784 | 664 | ||||||
Laboratory | 429 | 366 | ||||||
All other | 153 | 202 | ||||||
Corporate | 3,363 | 2,739 | ||||||
4,729 | 3,971 | |||||||
Total share-based compensation | $ | 4,906 | $ | 4,132 | ||||
CONTACT:
VCA Inc.
Tomas Fuller, 310-571-6505
Chief Financial
Officer