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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 --------------------
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For Period Ended: June 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:
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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant
Veterinary Centers of America, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
3420 Ocean Park Boulevard, Suite 1000
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City, State and Zip Code
Santa Monica, CA 90405
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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.
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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 completed a pooling transaction in the second quarter and has
experienced delays in restating its financial statements.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Tomas Fuller (310) 392-9599
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(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
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(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 "A" ATTACHED HERETO
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Veterinary Centers of America, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date August 15, 1996, By /s/ Tomas Fuller
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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). |
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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.
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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.
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NEWS RELEASE
EXHIBIT "A"
[LOGO APPEARS HERE]
For Immediate Release
Contact: Bob Antin, CEO
Tom Fuller, CFO
VETERINARY CENTERS OF AMERICA, INC. REPORTS
SECOND QUARTER AND SIX MONTH FINANCIAL RESULTS
Company Reports Quarterly Earnings, Before Merger Costs and
Restatement For Pooling of Interests, of $0.14 Per Share
SANTA MONICA, CA AUGUST 13, 1996 -- VETERINARY CENTERS OF
AMERICA, INC. (NASDAQ NM SYMBOL: VCAI) today reported financial
results for the second quarter and the six months ended June 30,
1996.
Revenues for the second quarter ended June 30, 1996 increased
54% to a record $42,208,000 from $27,449,000 for the second quarter
last year. During the second quarter of 1996, the Company completed
the merger with Pets' Rx, which was accounted for as a pooling of
interests. Accordingly, the Company's operating results for all
periods have been restated to include the historical operating losses
of Pets' Rx. As a result of the restatement for the pooling and the
impact of the merger costs incurred in connection with the merger,
the Company reported a net loss for the second quarter of 1996 of
$1,304,000, or $0.09 per share, versus income of $567,000, or $0.05
per share, in the corresponding quarter in 1995. Excluding the merger
costs (amounting to $2,901,000, or $2,795,000 after tax) and the
effect of the restatement for the pooling, the Company reported net
income of $2,215,00, or $0.14 per share, for the second quarter of
1996.
For the six months ended June 30, 1996, the Company's
consolidated revenues increased 68% to $77,440,000 versus $46,101,000
for the corresponding period in 1995. For six months ended June 30,
1996, the Company reported a net loss of $544,000, or $0.04 per
share, compared to a net loss of $469,000, or $0.06 per share for the
six months ended June 30,1995. Excluding the merger costs and the
effect of the restatement, the Company posted net income for the six
months ended June 30, 1996 of $3,227,000, or $0.21 per share,
compared to $946,000, or $0.10 per share (excluding the after-tax
effect of the first quarter 1995 restructuring charge) in the six
months ended June 30, 1995.
The substantial increase in revenue for the quarter and the six
months was primarily attributable to the Company's aggressive
hospital acquisition program and the expansion of its laboratory
business. In the twelve months subsequent to the second
VETERINARY CENTERS OF AMERICA, INC.
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quarter of 1995, the Company acquired 45 animal hospitals (including 16
hospitals acquired in connection with the Pets' Rx merger) and expanded its
Laboratory operations with the acquisition of five veterinary diagnostic
laboratories.
Pet Food revenue for the second quarter was $2,120,000 compared to
$1,090,000 in the second quarter of 1995. As a result of the sales increases,
Pet Food operating losses decreased in the second quarter to $424,000, compared
to losses of $773,000 in the second quarter in 1995. The impact of the Pet Food
losses on net income was $125,000 ($0.01 per share) for the quarter and $257,000
($0.02 per share) for the six months ended June 30, 1996.
"We are very pleased to report continued growth in revenues and earnings
for the quarter and the six months ended June 30, 1996," stated Bob Antin,
Chairman and Chief Executive Officer. "Each of our business lines posted
significant growth in 1996. Consolidated revenue for the quarter was up 54% and
operating income (excluding the merger costs) was up 97%.
"Our animal hospital gross profit margins (before the restatement for the
pooling) increased in the second quarter of 1996 to 19.1% from 18.4% in 1995, on
a same-store revenue increase of 4.9% for the quarter. We significantly
expanded our nationwide network of animal hospitals during the quarter through
the merger with Pets' Rx on June 19, 1996 and the acquisition of six other
animal hospitals. Subsequent to June 30, 1996, we have continued our aggressive
acquisition program with the acquisition of The Pet Practice on July 19, 1996.
With both the Pets' Rx merger and the Pet Practice acquisition, we anticipate
realizing efficiencies and synergies by operating with one corporate overhead,
while retaining certain key members of the acquired entities' management teams.
Additionally, we expect to realize significant cost savings through the
implementation of the VCA purchasing program. Both integrations are proceeding
well as we have eliminated significant amounts of duplicate overhead at both
Pets' Rx and The Pet Practice. Following these two major acquisitions, in which
we more than doubled our number of animal hospitals, we are developing a plan to
restructure this part of our company. This restructuring plan is likely to be
completed in the third or fourth quarter of fiscal 1996, at which time we expect
we will be required to record a restructuring charge. We will continue to
eliminate overhead, as well as implement our hospital operating plan with the
objective of improving the acquired entities' gross profit margins to those
currently achieved by existing VCA hospitals.
"In our laboratory division, revenues for the second quarter increased 41%
over the second quarter of 1995. Gross profit margins for the quarter increased
to 41.7% in 1996 from 38.3% in 1995 and operating margins increased to 32.1%
from 27.6% in the prior year quarter. We are continuing to expand our
laboratory business with the recent acquisition of a laboratory in Maryland,
increasing our presence in that market."
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NEWS RELEASE
Antin continued, "Sales for Vet's Choice are continuing to grow and
the losses are decreasing accordingly. We look forward to continued
sales growth of both of our product lines."
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 Company (NYSE Symbol:
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.
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VETERINARY CENTERS OF AMERICA, INC.
Consolidated Statements of Operations
(Unaudited-in Thousands)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Revenues:
Animal Hospital $26,455 $15,791 $47,514 $28,363
Laboratory 15,432 10,948 27,488 16,765
Pet Food 2,120 1,090 3,970 1,631
Eliminations (799) (380) (1,532) (658)
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42,208 27,449 77,440 46,101
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Direct Costs 30,489 19,978 57,199 34,719
Gross Profit:
Animal Hospital 4,488 2,904 7,650 4,882
Laboratory 6,429 4,193 11,099 5,940
Pet Food 802 374 1,492 560
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11,719 7,471 20,241 11,382
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General & Administrative
VCA Corporate 2,139 1,508 3,948 2,834
Laboratory 980 865 1,895 1,365
Pet Food 1,198 1,140 2,318 2,075
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4,317 3,513 8,161 6,274
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Depreciation & Amortization 1,414 924 2,649 1,664
Restructuring Charge -- -- -- 1,086
Merger Costs 2,901 -- 2,901 --
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Operating Income 3,087 3,034 6,530 2,358
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Interest Expense, Net 882 547 1,395 1,139
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Income Before Minority Interest
and Income Taxes 2,205 2,487 5,135 1,219
Minority Interest Expense 1,938 1,160 3,309 1,191
Provision for Income Taxes 1,571 760 2,370 497
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Net (Loss) Income ($1,304) $567 ($544) ($469)
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(Loss) Earnings Per Share ($0.09) $0.05 ($0.04) ($0.06)
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Shares Used for Computing EPS 14,163 10,514 13,697 8,091
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Components of Net (Loss) Income:
VCA $2,215 $876 $3,227 $284 (1)
Pre-merger Pets' Rx (724) (309) (976) (753)
Merger Costs (2,795) -- (2,795) --
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Net (Loss) Income ($1,304) $567 ($544) ($469)
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Components of (Loss) Earnings per Share:
VCA $0.14 $0.09 $0.21 $0.03 (1)
Pre-merger Pets' Rx (0.05) (0.04) (0.07) (0.09)
Merger Costs (0.18) 0.00 (0.18) 0.00
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(Loss) Earnings per Share ($0.09) $0.05 ($0.04) ($0.06)
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</TABLE>
(1) Excluding the restructuring charge that the Company took in the first
quarter of 1995, net income for the six months ended June 30, 1995 was
$946,000, or $0.10 per share.
