<PAGE>
--------------------
UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| June 30, 1994 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
| hours per |
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K | response....2.50 |
[X] Form 10-Q [_] Form N-SAR --------------------
--------------------
For Period Ended: September 30, 1996 | SEC FILE NUMBER |
------------------------------------ | 1-10787 |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 925514 10 1 |
[_] Transition Report on Form N-SAR --------------------
For the Transition Period Ended:
-------------------------------------------
================================================================================
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
================================================================================
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I--REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant
Veterinary Centers of America, Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
3420 Ocean Park Boulevard, Suite 1000
- --------------------------------------------------------------------------------
City, State and Zip Code
Santa Monica, CA 90405
- --------------------------------------------------------------------------------
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
[X] | be filed on or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report or transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
<PAGE>
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The registrant recently completed several acquisitions and has experienced
delays in obtaining consolidated numbers to complete its financial statements.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
<PAGE>
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Tomas Fuller (310) 392-9599
------------------------------------ ----------- -------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed?
If the answer is no, identify report(s). [X] Yes [_] No
---------------------------------------------------------------------------
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof? [X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
SEE EXHIBIT 99 ATTACHED HERETO
- --------------------------------------------------------------------------------
Veterinary Centers of America, Inc.
----------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 1996 By /s/ Tomas Fuller
---------------------------------- --------------------------------------
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
- --------------------------------- ATTENTION ------------------------------------
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240,12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
<PAGE>
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
<PAGE>
EXHIBIT 99
[LETTERHEAD OF VETERINARY CENTERS OF AMERICA, INC.]
NEWS RELEASE
Veterinary Centers of America, Inc. reports third quarter and
nine-month financial results
SANTA MONICA, Calif.--Nov. 13, 1996--Veterinary Centers of America Inc.
(NASDAQ/NM:VCAI) Wednesday reported revenues of $52.4 million for the third
quarter ended Sept. 30, 1996, up 69 percent from revenues of $31.0 million in
the third quarter of 1995; and revenues for the nine months ended Sept. 30, 1996
of $129.8 million, up 68 percent from $77.1 million for the same period in 1995.
The third quarter results for 1996 include one-time charges associated with
acquisitions. As a result, the company reported a net loss for the third
quarter of $11.5 million, or 66 cents per share, compared with net income of
$1.0 million, or 9 cents per share, in 1995. VCA's current and historical
operating results include the results of Pets' Rx, acquired through a pooling of
interests merger on June 19, 1996.
In addition, during the third quarter of 1996, the company completed the
acquisition of The Pet Practice Inc. During the third quarter, the company set
out to integrate its operations. As a result, the company recorded a
restructuring charge in the third quarter amounting to $12.4 million, which, net
of tax, represents a one-time charge against earnings of 71 cents per share.
Third quarter earnings, excluding the one-time acquisition related items,
decreased 13 percent to $893,000 in 1996 from $1,032,000 in 1995, and declined
from 9 cents per share in 1995 to 5 cents per share in 1996 as a result of a 66
percent increase in the weighted average shares outstanding.
Consolidated revenues for the nine months ended Sept. 30, 1996, were $129.8
million, up 68 percent from $77.1 million for the same period in 1995. The net
loss, including the restructuring charge in 1996, was $12.0 million, or 81 cents
per share, compared with net income of $563,000, or 5 cents per share, in
the comparable period in 1995 (which reflected a restructuring charge in the
first quarter of 1995).
When the after tax effect of the restructuring charges in 1995 and 1996,
and the impact of the merger costs and the restatement related to the Pets' Rx
pooling of interests in the second quarter are excluded, the company posted net
income for the nine months ended Sept. 30, 1996, of $4.1 million, or 24 cents
per share, compared with $2.3 million, or 21 cents per share, for the same
period in 1995.
At the conclusion of The Pet Practice Inc. merger in July, the company said
that it intended to restructure its animal hospital and laboratory operations in
connection with the Pets' Rx and The Pet Practice Inc. acquisitions. Over the
next six months, the company expects to complete the process of consolidating
the three organizations and to improve operating efficiencies and earnings
potential through continued expense reductions.
The increases in revenues for the quarter and the nine months were
<PAGE>
primarily attributable to the company's aggressive acquisition program and the
expansion of its laboratory business. In the 12 months subsequent to the third
quarter of 1995, the company acquired more than 100 animal hospitals through
the acquisition of Pets' Rx and The Pet Practice Inc. In addition, the company
completed the acquisition of five veterinary diagnostic laboratories.
Bob Antin, chief executive officer of the company, said: "With the
acquisition of over 100 animal hospitals in June and July, we more than doubled
the number of hospitals we own and operate, solidifying our position as the
largest provider of veterinary medicine in the country.
"While we are beginning to realize many of the benefits associated with
the consolidation, we are facing many challenges integrating the newly acquired
hospitals into VCA's hospital network, branding the facilities, implementing
information systems, and building infrastructure. As is the case with all large
undertakings, we have had to devote substantial management time and resources to
this process to minimize the system integration problems that we have faced."
Veterinary Centers of America Inc. owns and operates the largest network of
free-standing veterinary hospitals and one of the largest networks of
veterinary-exclusive clinical laboratories in the country. The company currently
provides goods and services to approximately 8,000 animal hospitals nationwide.
In addition, VCA is the managing general partner of Vet's Choice, a joint
venture with Heinz Pet Products, an affiliate of H.J. Heinz Co. (NYSE:HNZ),
which markets and distributes a complete line of specialty pet foods.
With the exception of the historical information, the matters discussed
above include forward-looking statements that involve risks and uncertainties.
Among the important factors that could cause actual results to differ from
those indicated in the forward-looking statements are that the success of the
company's acquisition program is dependent upon identifying potential
acquisition candidates, successfully negotiating favorable terms in the related
acquisition agreements and successfully integrating and profitably operating the
businesses once acquired.
The failure of any of these steps would cause actual results to differ
materially from the forward-looking statements discussed above. 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>
VETERINARY CENTERS OF AMERICA INC.
Consolidated Statements of Operations
(Unaudited -- in thousands)
<TABLE>
<CAPTION>
Three months ended Nine months ended
Sept. 30, Sept. 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Animal hospital $36,733 $19,294 $84,247 $47,657
Laboratory 14,775 10,720 42,263 27,485
Pet food 2,151 1,476 6,121 3,107
Eliminations (1,260) (475) (2,792) (1,133)
52,399 31,015 129,839 77,116
Direct costs 39,817 22,668 97,016 57,387
Gross profit:
Animal hospital 6,737 3,885 14,387 8,767
Laboratory 4,934 3,968 16,033 9,908
Pet food 911 494 2,403 1,054
12,582 8,347 32,823 19,729
General & administrative:
VCA corporate 2,918 1,622 6,866 4,456
Laboratory 1,121 792 3,016 2,157
Pet food 1,165 1,037 3,483 3,112
5,204 3,451 13,365 9,725
Depreciation & amortization 2,335 1,103 4,984 2,767
Restructuring charge 12,362 -- 12,362 1,086
Merger costs -- -- 2,901 --
Operating income (7,319) 3,793 (789) 6,151
Interest expense, net 1,085 694 2,480 1,833
Income before minority interest
and income taxes (8,404) 3,099 (3,269) 4,318
Minority interest expense 1,729 891 5,038 2,082
Provision for income taxes 1,336 1,176 3,706 1,673
Net (loss) income $(11,469) $1,032 $(12,013) $ 563
(Loss) earnings per share (66 cents) 9 cents (81 cents) 5 cents
Shares used in computing EPS 17,250 11,786 14,890 10,713
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Components of net (loss)
income:
VCA $ 893 $1,345 $4,120 $2,291
Restructuring charge (12,362) -- (12,362) (662)
Pre-merger Pets' Rx -- (313) (976) (1,066)
Merger costs -- -- (2,795) --
Net (loss) income $(11,469) $1,032 $(12,013) $ 563
Components of (loss)
earnings per share:
VCA 5 cents 11 cents 24 cents 21 cents
Restructuring charge (71 cents) -- (83 cents) (6 cents)
Pre-merger Pets' Rx -- (2 cents) (6 cents) (10 cents)
Merger costs -- -- (16 cents) --
(Loss) earnings
per share (66 cents) 9 cents (81 cents) 5 cents
</TABLE>
--30--
CONTACT: Veterinary Centers of America Inc., Santa Monica
Bob Antin/Tom Fuller, 310/392-9599
