SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-10787
VETERINARY CENTERS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4097995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3420 OCEAN PARK BOULEVARD, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 392-9599
NONE
Former name, address and fiscal year, if changed since last report
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES [ X ] NO [ ]
State the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date: Common Stock, $.001 Par
Value 19,355,161 shares as of May 13, 1997.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION> (UNAUDITED)
ASSETS March 31, December 31,
1997 1996
-------- ----------
<S> <C> <C>
Current assets:
Cash and equivalents . . . . . . . . . . . . . . . $ 8,113,000 $ 23,820,000
Marketable securities. . . . . . . . . . . . . . . 76,880,000 79,107,000
Trade accounts receivable, less allowance
for uncollectible accounts . . . . . . . . . . . 9,848,000 9,583,000
Inventory, prepaid expenses and other. . . . . . . 5,250,000 8,788,000
Deferred income taxes. . . . . . . . . . . . . . . 2,331,000 2,331,000
Prepaid income taxes . . . . . . . . . . . . . . . 2,233,000 2,137,000
--------------- ---------------
Total current assets . . . . . . . . . . . . 104,655,000 125,766,000
Property, plant and equipment, net. . . . . . . . . 37,578,000 37,467,000
Deferred income taxes . . . . . . . . . . . . . . . 1,352,000 1,352,000
Goodwill, net. . . . . . . . . . . . . . . . . . . 228,923,000 178,806,000
Covenants not to compete, net. . . . . . . . . . . 4,803,000 4,933,000
Building purchase options. . . . . . . . . . . . . 887,000 887,000
Notes receivable . . . . . . . . . . . . . . . . . 2,224,000 1,486,000
Deferred costs and other . . . . . . . . . . . . . 3,090,000 3,312,000
--------------- ---------------
$ 383,512,000 $ 354,009,000
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations . . . . . $ 14,579,000 $ 14,055,000
Accounts payable . . . . . . . . . . . . . . . . . 8,338,000 6,923,000
Accrued payroll and taxes . . . . . . . . . . . . 5,795,000 7,177,000
Income taxes payable . . . . . . . . . . . . . . . 1,547,000 --
Accrued restructuring costs. . . . . . . . . . . . 8,088,000 8,847,000
Accrued interest . . . . . . . . . . . . . . . . . 2,844,000 1,256,000
Other accrued liabilities. . . . . . . . . . . . . 9,097,000 8,857,000
--------------- ---------------
Total current liabilities . . . . . . . . . . 50,288,000 47,115,000
Long-term obligations, less current portion . . . . 161,121,000 134,767,000
Minority interest . . . . . . . . . . . . . . . . . 1,433,000 4,777,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.001. . . . . . . . . 1,000 1,000
Common stock, par value $0.001 . . . . . . . . . . 20,000 20,000
Additional paid-in capital . . . . . . . . . . . . 194,077,000 192,167,000
Accumulated deficit. . . . . . . . . . . . . . . . (22,704,000) (24,114,000)
Less cost of common stock held in treasury,
97,773 shares at March 31, 1997 and
at December 31, 1996. . . . . . . . . . . . . . (724,000) (724,000)
--------------- ---------------
Total stockholders' equity . . . . . . . . . . 170,670,000 167,350,000
--------------- ---------------
$ 383,512,000 $ 354,009,000
=============== ===============
<PAGE>
VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1996
(UNAUDITED)
</TABLE>
<TABLE>
<CAPTION>
1997 1996
---------- ---------
<S> <C> <C>
Revenues. . . . . . . . . . . . . . . . . . . . . . $ 56,023,000 $ 35,232,000
Direct costs. . . . . . . . . . . . . . . . . . . . 43,520,000 26,509,000
--------------- ---------------
Gross profit. . . . . . . . . . . . . . . . . . . . 12,503,000 8,723,000
Selling, general and administrative . . . . . . . . 4,849,000 4,045,000
Depreciation and amortization . . . . . . . . . . . 2,728,000 1,235,000
--------------- ---------------
Operating income. . . . . . . . . . . . . . . . . . 4,926,000 3,443,000
Interest income . . . . . . . . . . . . . . . . . . 1,108,000 388,000
Interest expense. . . . . . . . . . . . . . . . . . 2,906,000 901,000
--------------- ---------------
Income before minority interest and
provision for income taxes . . . . . . . . . . . 3,128,000 2,930,000
Minority interest in income of subsidiaries . . . . 171,000 1,371,000
--------------- ---------------
Income before provision for income taxes. . . . . . 2,957,000 1,559,000
Provision for income taxes. . . . . . . . . . . . . 1,547,000 799,000
--------------- ---------------
Net income. . . . . . . . . . . . . . . . . . . . . $ 1,410,000 $ 760,000
=============== ===============
Net earnings per common share . . . . . . . . . . . $ 0.07 $ 0.05
=============== ===============
Average common shares used for computing
earnings per share . . . . . . . . . . . . . . . 20,391,000 15,927,000
=============== ===============
</TABLE>
<PAGE>
VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . $ 1,410,000 $ 760,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization. . . . . . . . . . 2,728,000 1,235,000
Amortization of debt discount and
deferred financing costs . . . . . . . . . . . 207,000 72,000
Minority interest in income of subsidiaries. . . 171,000 1,371,000
Increase in other assets, net. . . . . . . . . . -- (325,000)
Decrease in deferred income taxes. . . . . . . . -- 286,000
Increase in accounts receivable, net . . . . . . (1,726,000) (1,262,000)
Decrease (increase) in inventory,
prepaid expenses and other . . . . . . . . . . 2,383,000 (403,000)
(Increase) decrease in prepaid income taxes (96,000) 241,000
Increase in accounts payable and
accrued liabilities. . . . . . . . . . . . . . 4,437,000 208,000
Increase in income taxes payable . . . . . . . . 1,547,000 --
Payments to minority interest partners . . . . . (76,000) (961,000)
--------------- ---------------
Net cash provided by operating activities. . . 10,985,000 1,222,000
--------------- ---------------
Cash flows from investing activities:
Property, plant and equipment additions, net . . . (1,084,000) (1,012,000)
Business acquisitions, net of cash acquired. . . . (21,803,000) (12,051,000)
Proceeds from sale of marketable securities. . . . 2,227,000 --
Proceeds from the sale of assets . . . . . . . . . 180,000 --
--------------- ---------------
Net cash used in investing activities. . . . . . . (20,480,000) (13,063,000)
--------------- ---------------
Cash flows from financing activities:
Reduction of long-term obligations . . . . . . . . (4,985,000) (3,527,000)
Advances made on notes receivable. . . . . . . . . (556,000) --
Payments received on notes receivable. . . . . . . 48,000 12,000
Net proceeds from exercise of warrants . . . . . . -- 5,330,000
Proceeds from issuance of common stock
under stock option plans. . . . . . . . . . . . 589,000 141,000
Proceeds from issuance of common stock . . . . . . -- 200,000
Capital contribution of minority
interest partner . . . . . . . . . . . . . . . . 10,000 --
Capital distribution to minority interest partner . (1,318,000) --
--------------- ---------------
Net cash (used in) provided by financing
activities . . . . . . . . . . . . . . . . . . (6,212,000) 2,156,000
--------------- ---------------
Decrease in cash and equivalents . . . . . . . . . (15,707,000) (9,685,000)
Cash and equivalents at beginning of period. . . . 23,820,000 47,551,000
--------------- ---------------
Cash and equivalents at end of period. . . . . . . $ 8,113,000 $ 37,866,000
=============== ===============
</TABLE>
<PAGE>
VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1996
(UNAUDITED)
(continued)
<TABLE>
<CAPTION>
1997 1996
------ -------
<S> <C> <C>
Supplemental disclosures of cash flow information
Interest paid. . . . . . . . . . . . . . . . . . . $ 1,318,000 $ 832,000
Taxes paid . . . . . . . . . . . . . . . . . . . . 96,000 269,000
Supplemental schedule of non-cash investing
and financing activities:
In connection with acquisitions, assets acquired
and liabilities assumed were as follows:
Fair value of assets acquired. . . . . . . . . . $ 54,132,000 $ 23,304,000
Less: Consideration given
Cash paid to sellers, net of cash acquired . . . 20,646,000 9,875,000
Cash paid in settlement of assumed
liabilities. . . . . . . . . . . . . . . . . . 1,157,000 1,010,000
Common stock issued. . . . . . . . . . . . . . . 1,321,000 3,868,000
--------------- ---------------
Liabilities assumed including notes
payable issued, net of payments . . . . . . . $ 31,008,000 $ 8,551,000
=============== ===============
In connection with the formation of the
joint venture and partnerships,
assets and liabilities contributed by
the partners were as follows:
Assets. . . . . . . . . . . . . . . . . . . . . $ 100,000 $ 317,000
Liabilities . . . . . . . . . . . . . . . . . . -- --
--------------- ---------------
Non-cash capital contribution of minority
interest partners . . . . . . . . . . . . . . . . $ 100,000 $ 317,000
=============== ===============
</TABLE>
<PAGE>
VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
(1) GENERAL
The accompanying unaudited consolidated financial statements of
Veterinary Centers of America, Inc. and subsidiaries (the "Company" or "VCA")
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. The results
of operations for the three months ended March 31, 1997 and 1996 are not
necessarily indicative of the results to be expected for the full year. For
further information, refer to the financial statements and footnotes thereto
for the year ended December 31, 1996 included in the Company's Annual Report
on Form 10-K/A as filed with the Securities and Exchange Commission on April
30, 1997.
On June 19, 1996, the Company acquired all of the outstanding shares of
Pets' Rx, Inc. ("Pets' Rx"). The business combination was treated for
accounting purposes as a pooling of interests, and accordingly, the
accompanying financial statements reflect the combined results of the pooled
businesses for the respective periods presented. The financial data
presented below reflects the historical results of VCA and the historical
results of Pets' Rx adjusted to conform to VCA's methods of accounting.
<TABLE>
<CAPTION>
Three Months Ended
MARCH 31,
-------------------
1997 1996
---- ----
<S> <C> <C>
Revenues:
Pre-merger
VCA $ -- $31,004,000
Pets' Rx -- 4,228,000
---------- ---------
-- 35,232,000
Post-merger 56,023,000 --
---------- ---------
$ 56,023,000 $35,232,000
========== ==========
Net income:
Pre-merger
VCA $ -- $ 1,012,000
Pets' Rx -- (252,000)
---------- ---------
-- 760,000
Post-merger 1,410,000 --
---------- ---------
$ 1,410,000 $ 760,000
========== =========
</TABLE>
(2) ACQUISITIONS AND DISPOSITIONS
During the first quarter of 1997, the Company purchased four animal
hospitals in separate transactions for a total consideration (including
acquisition costs) of $6,417,000, consisting of $1,933,000 in cash,
$2,713,000 in long-term obligations, 124,056 shares of VCA common stock with
a value of $1,321,000, and the assumption of liabilities totaling $450,000.
Following the purchase of these facilities, the Company owns the veterinary
practice in one case and provides management services to the other three
practices.
In January 1997, the Company acquired the remaining 49% interest in the
joint venture, Veterinary Research Laboratories, LLC, for a price as computed
in accordance with the operating agreement (including acquisition costs),
amounting to $18,713,000 in cash and a $29,002,000 note payable, payable in
quarterly installments over six years.
During the first quarter of 1997, the Company has sold, closed or merged
10 hospitals with annual revenues of approximately $4 million. The Company
continues to analyze the operations of certain former The Pet Practice, Inc.
("Pet
<PAGE>
Practice") facilities. This process will be completed in the second
quarter of 1997. Certain former Pet Practice facilities which do not
generate an acceptable level of operating income may be closed as part of
this process. If the Company closes such facilities, the associated
writedowns and reserves will be recorded in the final purchase price
allocation.
(3) VET'S CHOICE JOINT VENTURE
In February 1997, the Company's joint venture, Vet's Choice was
restructured and management of the joint venture was assumed by the Company's
partner, Heinz Pet Products ("HPP"). Pursuant to a restructuring agreement,
the Company maintains its 50.5% equity interest in Vet's Choice. Profits and
losses are allocated 99.9% to HPP and 0.1% to the Company and all management
control has been transferred from the Company to HPP. Additionally, the
Company agreed to provide certain consulting and management services for a
three-year period commencing on February 1, 1997 for an aggregate fee of
$15.3 million payable in semi-annual installments over a five-year period.
On or after the earlier of a change of control in the Company or January 1,
2000, HPP may purchase all of the Company's interest in the partnership at a
purchase price equal to (i) 51% of (ii) 1.3 times the annual sales of all
products bearing the SELECT BALANCE or SELECT CARE brand (the "Annual
Sales") less (iii) $4.5 million. If HPP fails to exercise its option prior
to January 1, 2001, the Company may purchase all of the interest of HPP in
the partnership at a purchase price equal to (i) 49.5% of (ii) 1.3 times the
Annual Sales plus (iii) $4.5 million. Effective February 1, 1997, the
Company no longer reports the results of operations of Vet's Choice on a
consolidated basis.
(4) RESTRUCTURING AND ASSET WRITEDOWN
In the first quarter of 1997, the Company utilized approximately
$750,000 of the 1996 restructuring reserve to write-off certain fixed assets
and to fulfill certain contractual obligations.
(5) STOCKHOLDERS' LAWSUIT
The Company and certain of its current and former officers and directors
have been named as defendants in a class action lawsuit filed on April 1,
1997 in Los Angeles Superior Court, entitled Marilyn J. Thompson, et al. v.
Veterinary Centers of America, Inc., et al. The lawsuit has been filed on
behalf of individuals claiming to have purchased common stock of the Company
during the time period from February 15, 1996 through November 14, 1996, and
the plaintiffs seek unspecified damages arising from alleged misstatements
regarding the Company's animal hospitals, diagnostic laboratories, pet food
operations and success in integrating certain acquisitions. While the
Company has not yet filed an answer to the complaint, the Company intends to
vigorously defend itself against the lawsuit.
Since discovery has not yet commenced, the Company is unable to assess
the likelihood of an adverse result in the class action lawsuit. There can
be no assurances as to the outcome of such lawsuit. The inability of the
Company to resolve the claims that are the basis for the lawsuit or to
prevail in any related litigation could result in the Company being required
to pay substantial monetary damages for which the Company may not be
adequately insured, which could have a material adverse effect on the
Company's business, financial position and results of operations. In any
event, the Company's defense of such lawsuit may result in substantial costs
to the Company, as well as significant dedication of management resources.
(6) RECLASSIFICATIONS
Certain 1996 balances have been reclassified to conform with the 1997
financial statement presentation.
(7) ACCOUNTING PRONOUNCEMENTS
In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" (SFAS
128) and SFAS No. 129, "Disclosure of Information about Capital Structure"
(SFAS 129). SFAS 128 revises and simplifies the computation for earnings per
share and requires certain additional disclosures. SFAS 129 requires
additional disclosures regarding the Company's capital structure. Both
standards will be adopted in the fourth quarter of 1997. Management does not
expect the adoption of these standards to have a material effect on the
Company's financial position or the results of operations.
<PAGE>
(8) SUBSEQUENT EVENTS
Since March 31, 1997 through May 13, 1997, the Company has purchased one
animal hospital and one veterinary diagnostic laboratory for a total
consideration (including acquisition costs) of $985,000, consisting of
$485,000 in cash and $500,000 in notes payable.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Veterinary Centers of America, Inc. and subsidiaries (the "Company" or
"VCA") is a leading animal health care company with operations in three
business lines: the Company owns, operates and manages animal hospitals; the
Company owns and operates veterinary diagnostic laboratories; and the
Company, through a joint venture with Heinz Pet Products ("HPP"), markets and
distributes premium pet foods. Over the past several years, the Company has
issued common stock or notes or paid cash to acquire animal hospitals and
veterinary diagnostic laboratories. The acquisition of individual animal
hospitals is an integral part of the Company's business plan. In addition,
in the second and third quarter of 1996 the Company completed two significant
acquisitions which have more than doubled the Company's animal hospital
operations. The Company made these acquisitions in order to promote the
growth of the Company's hospital network, broaden the geographic scope of the
Company's operations, and to take advantage of synergies that the Company
believes exist between its business lines.
In addition, from January 1, 1997 through March 31, 1997, VCA has
acquired one animal hospital in California and entered into management
service agreements with three other hospitals in the states of Texas and
Nebraska. Subsequent to the end of the quarter, the Company acquired one
additional animal hospital in Connecticut and one veterinary diagnostic
laboratory in Utah.
The Company will continue to look for acquisitions or strategic
alliances which it believes complement its overall business strategy.
Throughout 1996, a portion of the Company's operations, including Vet's
Choice and Veterinary Research Laboratories, LLC ("Vet Research") were
operated as joint ventures in which VCA owned a majority interest. The
results of operations of the Company included the results of operations of
these joint ventures on a consolidated basis. On January 2, 1997, the
Company acquired the remaining 49% interest in Vet Research. Commencing
February 1, 1997, the day-to-day management of the Company's joint venture,
Vet's Choice, was assumed by HPP. The Company maintains its 50.5% equity
interest in Vet's Choice but profits and losses are allocated 99.9% to HPP
and 0.1% to the Company. Effective February 1, 1997 the Company no longer
reports the results of operations of Vet's Choice on a consolidated basis.
RESULTS OF OPERATIONS
REVENUES
The following table summarizes the Company's revenues for each of the
three-month periods ended March 31:
<TABLE>
<CAPTION>
1997 1996
----- ----
<S> <C> <C>
Animal Hospital $ 39,939,000 $ 22,059,000
Laboratory 16,246,000 12,056,000
Premium Pet Food 1,064,000 1,850,000
Intercompany Sales (1,226,000) (733,000)
----------- -----------
$ 56,023,000 $ 35,232,000
=========== ===========
</TABLE>
Revenues for the Animal Hospital operations increased 81.1% for the
three-months ended March 31, 1997 compared to the three months ended March
31, 1996. This growth was primarily the result of growth in the number of
facilities operated by the Company. The results for 1997 include the results
of over 100 veterinary hospitals acquired subsequent to March 31, 1996.
There were no material changes in revenues between the periods resulting from
changes in volume or prices at facilities existing at March 31, 1996.
Pursuant to the restructuring agreement and other related agreements
between HPP and the Company, the Company has agreed to provide certain
consulting and management services for a three-year period commencing
February 1, 1997 for an aggregate fee of $15.3 million payable in semi-annual
installments over a five-year period (the "Consulting Fees"). The Consulting
Fees earned in the first quarter of 1997, amounting to $850,000, are included
in Animal Hospital revenues.
<PAGE>
Revenues for the Laboratory operations increased 34.8% for the three
months ended March 31, 1997 compared to the three months ended March 31,
1996. This increase was primarily due to the acquisition of five veterinary
diagnostic laboratories since March 31, 1996.
Effective February 1, 1997, the Company no longer reports the results of
operations of Vet's Choice on a consolidated basis. Consequently, revenues
for the Pet Food operations include three month's activity in 1996 compared
to one month in 1997. Because of the differing time periods, a comparison of
the results of the two periods is not meaningful.
GROSS PROFIT
Gross profit for each of the three-month periods ended March 31 is
comprised of the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Animal Hospital $ 6,374,000 $ 3,162,000
Laboratory 5,561,000 4,871,000
Premium Pet Food 568,000 690,000
---------- ---------
$ 12,503,000 $ 8,723,000
========== =========
</TABLE>
Gross profit for the Animal Hospital operations is comprised of revenues
less all costs of services and products at the hospitals, including salaries
of veterinarians, technicians and all other hospital-based personnel,
facilities rent and occupancy costs, medical supply costs and costs of goods
sold associated with the retail sales of pet food and pet supplies. Animal
Hospital gross profit increased 101.6% in the 1997 three-month period when
compared to the 1996 three-month period, representing 16.0% and 14.3% of
Animal Hospital revenues in 1997 and 1996, respectively. The increase in
gross profit as a percentage of revenues from 1996 to 1997 was attributable
to an increase in gross profit margins at the Company's existing hospitals
and to the addition of the Consulting Fees. Animal Hospital gross profit
margins at existing hospitals increased to 16.1% in 1997 from 13.7% in 1996
due to a 17.5% decrease in expenses (including a 3.4% decrease in labor costs
and an 1.6% decrease in supply costs). Gross profit margins at newly
acquired hospitals were 12.7% for the quarter. The Company continues to take
actions designed to improve gross margins at the newly acquired hospitals.
However, there can be no assurance that the Company will be successful in its
efforts to improve gross profit margins at these facilities.
Gross profit of the Laboratory operations is comprised of revenues less
all direct costs of services, including salaries of veterinarians,
technicians and other non-administrative laboratory-based personnel,
facilities rent and occupancy costs and supply costs. Laboratory gross
profit increased 19.1% for the 1997 first quarter compared to the 1996 first
quarter, representing 34.2% and 40.4% of laboratory revenues in 1997 and
1996, respectively. The decrease in gross profit as a percentage of revenue
for the three months ended March 31, 1997 from the comparable 1996 period was
attributable to increased costs in the east coast laboratory operations as a
result of increasing the service level to existing clients and entering new
markets.
Gross profit of Premium Pet Food is comprised of revenues less cost of
goods sold, including warehousing, freight and distribution costs. Gross
profit as a percentage of revenues for the quarter ended March 31, 1997 and
1996 was 53.4% and 37.3%, respectively.
The Company's Animal Hospital business historically has realized gross
profit margins that are lower than that of the Laboratory and Premium Pet
Food businesses. As the portion of the Company's revenues attributable to
its Animal Hospital operations grow in the future, the historical gross
profit margins for the Company as a whole may not be indicative of those to
be expected in the future.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
VCA Corporate selling, general and administrative expenses consists of
administrative expense at the Company's headquarters, including the salaries
of corporate officers and other personnel, accounting, legal and other
professional expense and rent and occupancy costs.
<PAGE>
Selling, general and administrative expense for each of the three-month
periods ended March 31 is comprised of the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
VCA Corporate $ 3,489,000 $ 1,809,000
Laboratory 960,000 1,116,000
Premium Pet Food 400,000 1,120,000
--------- ---------
$ 4,849,000 $ 4,045,000
========= =========
</TABLE>
VCA Corporate and Laboratory selling, general and administrative
expense, as a percentage of Animal Hospital and Laboratory revenues was 8.1%
and 8.7% for the three months ended March 31, 1997 and 1996, respectively.
The decrease from 1996 to 1997 was primarily attributable to an increase in
revenue without a comparable increase in expense.
Premium Pet Food selling, general and administrative expense as a
percentage of Premium Pet Food revenues was 37.6% and 60.5% for the three
months ended March 31, 1997 and 1996, respectively. The decrease as a
percentage of revenue was primarily attributable to spreading the expenses
over a larger revenue base.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense primarily relates to the
depreciation of capital assets and the amortization of excess cost over the
fair value of net assets acquired (goodwill) and certain other intangibles.
Depreciation and amortization expense increased to $2,728,000 for the three
months ended March 31, 1997 from $1,235,000 for the three months ended March
31, 1996. The increase in depreciation and amortization expense is due to
the acquisition of hospitals and laboratories including the Company's
purchase of the remaining 49% interest in Vet Research in January 1997 for a
total purchase price amounting to approximately $47,715,000. The Company's
policy is to amortize goodwill over the expected period to be benefited, not
exceeding forty years.
NET INCOME
Net income for each of the three-month periods ended March 31 is
comprised of the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Revenues:
Pre-merger
VCA $ -- $ 31,004,000
Pets' Rx -- 4,228,000
---------- ----------
-- 35,232,000
Post-merger 56,023,000 --
---------- ----------
$ 56,023,000 $ 35,232,000
========== ==========
Net income:
Pre-merger
VCA $ -- $ 1,012,000
Pets' Rx -- (252,000)
---------- ----------
-- 760,000
Post-merger 1,410,000 --
---------- ----------
$ 1,410,000 $ 760,000
========== ==========
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations during the three months ended March 31, 1997
was $10,985,000. The Company used cash, net of cash acquired, of
$21,803,000, to purchase four individual veterinary hospitals and the
remaining 49% interest in Vet Research. The Company used cash of $4,985,000
to retire long-term obligations.
The Company received $2,227,000 from the sale of marketable securities.
The Company has achieved its growth in the past, and anticipates it will
continue its growth in the future, through
<PAGE>
the acquisition of veterinary hospitals and veterinary diagnostic laboratories
for cash, stock and notes payable. The Company intends to fund its future cash
requirements primarily from its cash and marketable securities and internally
generated funds. The Company believes these sources of funds will be
sufficient to continue the Company's operations and planned capital
expenditures for at least the next 12 months.
RISK FACTORS
ANTICIPATED EFFECTS OF ACQUISITIONS
VCA acquired Pets' Rx, Inc. ("Pets' Rx") and The Pet Practice, Inc.
("Pet Practice") in 1996 with the expectation that the transactions will
result in beneficial synergies for the combined business. These synergies
include the potential to realize improved operating margins at animal
hospitals through a strategy of centralizing various corporate and
administrative functions and leveraging fixed costs while providing customers
with improved services.
Achieving these anticipated benefits depends in part on the efficient,
effective and timely integration of the operations of Pets' Rx and Pet
Practice with those of the Company. The combination of these businesses
requires, among other things, integration of the companies' management
staffs, coordination of the companies' sales and marketing efforts,
integration and coordination of the companies' development teams and the
identification and elimination of redundant overhead and poor-performing
hospitals. These tasks are substantially complete as of the date of this
report. However, full integration will require additional efforts requiring
substantial dedication from management. There can be no assurance that the
problems associated with the integration identified above will not continue
or that the integration on an ongoing basis will proceed smoothly or
successfully. Furthermore, even if the operations of the three companies are
ultimately successfully integrated, it is anticipated that the integration
will continue to be accomplished over time and, in the interim, the
combination may continue to have an adverse effect on the business, results
of operations and financial condition of VCA.
RAPID EXPANSION AND MANAGEMENT OF GROWTH
Due to the number and size of acquisitions completed since January 1,
1995, the Company has experienced rapid growth. In 1995, the Company
completed 32 acquisitions (25 animal hospitals, six veterinary diagnostic
laboratories and the remaining 30 percent interest in Professional Animal
Laboratory). In 1996, the Company completed the acquisition of Pet Practice,
Pets' Rx, 22 individual animal hospitals and six veterinary diagnostic
laboratories. In 1997, through May 13, 1997, the Company completed the
acquisition of four individual animal hospitals and one veterinary diagnostic
laboratory. As a result of these acquisitions, the Company's revenues have
grown from $51.8 million in 1994 to $107.7 million in 1995, to $182.2 million
in 1996 and to unaudited pro forma 1996 revenue of over $233 million. In
addition, during this period, the Company entered a new line of business,
veterinary diagnostic laboratories.
The Company's growth and pace of acquisitions have placed, and will
continue to place, a substantial strain on its management, operational,
financial and accounting resources. The successful management of this growth
will require the Company to continue to implement and improve its financial
and management information systems and to train, motivate and manage its
employees. There can be no assurance that the combined business will be able
to identify, consummate or integrate acquisitions without substantial delays,
costs or other problems. Once integrated, acquisitions may not achieve
sales, profitability and asset productivity commensurate with the combined
business' other operations. In addition, acquisitions involve several other
risks, including adverse short-term effects on the combined business'
reported operating results, impairments of goodwill and other intangible
assets, the diversion of management's attention, the dependence on retention,
hiring and training of key personnel, the amortization of intangible assets
and risks associated with unanticipated problems or legal liabilities. The
combined business' failure to manage growth effectively would have a material
adverse effect on the combined business' results of operations and its
ability to execute its business strategy.
MANAGEMENT INFORMATION SYSTEMS
The growth experienced by the Company, and specifically the acquisitions
of Pet Practice and Pets' Rx, and the corresponding increased need for timely
information, have placed significant demands on the Company's existing
accounting and management information systems. The Company is in the process
of implementing new management information systems to collect and organize
data from all of its operations. Once integrated, the Company anticipates
that the new
<PAGE>
systems will result in the automation of certain time-intensive
manual procedures, daily access, if desired, to information relating to
sales, revenues and other financial and operational data from each animal
hospital and veterinary laboratory and ultimately in the delivery of
financial information to management and preparation of consolidated financial
reports, each on a more timely basis. While the Company has begun the
process of implementing new systems, the continued development and
installation of the systems involves the risk of unanticipated delay and
expenses. There can be no assurance that there will be a successful or
timely implementation of the new systems or that it will effectively serve
the Company's future information requirements.
DEPENDENCE ON ACQUISITIONS FOR FUTURE GROWTH
The Company's growth strategy is dependent principally on its ability to
acquire existing animal hospitals. Successful acquisitions involve a number
of factors which are difficult to control, including the identification of
potential acquisition candidates, the willingness of the owners to sell on
reasonable terms and the satisfactory completion of negotiations. In
addition, acquisitions may be subject to pre-merger or post-merger review by
governmental authorities for antitrust and other legal compliance. Adverse
regulatory action could negatively affect the Company's operations through
the assessment of fines or penalties against the Company or the possible
requirement of divestiture of one or more of the Company's operations.
There can be no assurance that the Company will be able to identify and
acquire acceptable acquisition candidates on terms favorable to the Company
in a timely manner in the future. Assuming the availability of capital, the
Company's plans include an aggressive acquisition program involving the
acquisition of at least 15 to 25 facilities per year. The Company continues
to evaluate acquisitions and negotiate with several potential acquisition
candidates. The failure to complete acquisitions and continue expansion
could have a material adverse effect on the Company's financial performance.
As the combined business proceeds with its acquisition strategy, it will
continue to encounter the risks associated with the integration of
acquisitions described above.
LEVERAGE
The Company has incurred substantial indebtedness in connection with the
acquisition of its animal hospitals and veterinary diagnostic laboratories
and through the sale of the $84,385,000 of 5.25% convertible debentures in
April 1996. The Company had at March 31, 1997, consolidated long-term
obligations (including current portion) of $175.7 million. At March 31, 1997
and December 31, 1996, the Company's ratio of long-term debt to total
stockholders' equity was 102.9% and 88.9%, respectively.
RISKS ASSOCIATED WITH INTANGIBLE ASSETS
A substantial portion of the assets of the Company consists of
intangible assets, including goodwill and covenants not to compete relating
to the acquisition of animal hospitals and veterinary diagnostic
laboratories. At March 31, 1997, the Company's balance sheet reflected $233.7
million of intangible assets of these types, a substantial portion of the
Company's $383.5 million in total assets at such date. The Company expects
the aggregate amounts of goodwill and other intangible assets on its balance
sheet to increase in the future in connection with additional acquisitions.
This increase will have an adverse impact on earnings as goodwill and other
intangible assets will be amortized against earnings. In the event of any
sale or liquidation of the Company, there can be no assurance that the value
of these intangible assets will be realized.
In addition, the Company continually evaluates whether events and
circumstances have occurred that indicate the remaining balance of intangible
assets may not be recoverable. When factors indicate that these intangible
assets should be evaluated for possible impairment, they may be required to
reduce the carrying value of intangible assets, which could have a material
adverse effect on results of operations during the periods in which such
reduction is recognized. In accordance with this policy, the Company has
recognized a writedown of goodwill and related assets in the amount of $9.5
million as part of its restructuring plan adopted during the third and fourth
quarters of 1996. There can be no assurance that the Company will not be
required to writedown assets further in future periods.
<PAGE>
GUARANTEED PAYMENTS
In connection with acquisitions in which the purchase price consists, in
part, of the Company's common stock (the "Guarantee Shares"), the Company
often guarantees (the "Guarantee Right") that the value of such stock (the
"Measurement Price") two to three years following the date of the acquisition
(the "Guarantee Period") will equal or exceed the value of the stock on the
date of acquisition (the "Issue Price"). In the event the Measurement Price
does not equal or exceed the Issue Price, the Company typically is obligated
either to (i) pay to the seller in cash, notes payable or additional shares
of the Company's common stock the difference between the Issue Price and the
Measurement Price multiplied by the number of Guarantee Shares then held by
the seller, or (ii) purchase the Guarantee Shares then held by the seller.
Once the Guarantee Shares are delivered and registered for resale under the
Securities Act, which registration the Company covenants to effect generally
within nine months of issuance of the Guarantee Shares, the seller's
Guarantee Right typically terminates if the Company's common stock trades at
110% to 120% of the Issue Price (the "Release Price") for five to 15
consecutive days, depending on the terms of the specific acquisition at
issue. There are 256,672 Guarantee Shares outstanding at May 13, 1997 with
Issue Prices ranging from $11.62 to $24.53, with a weighted average of
$17.30, that have not met their respective Release Prices for the specified
period or have not been delivered due to escrow arrangements. If the value
of the Company's common stock decreases and is less than an Issue Price at
the end of the respective Guarantee Period for these shares, the Company may
be obligated to compensate these sellers.
SEASONALITY AND FLUCTUATING QUARTERLY RESULTS
A large portion of the business of the Company is seasonal, with
operating results varying substantially from quarter to quarter.
Historically, the Company's revenues have been greater in the second and
third quarters than in the first and fourth quarters. The demand for the
Company's veterinary services are significantly higher during warmer months
because pets spend a greater amount of time outdoors, where they are more
likely to be injured and are more susceptible to disease and parasites. In
addition, use of veterinary services may be affected by levels of infestation
of fleas, heartworms and ticks, and the number of daylight hours, as well as
general economic conditions. A substantial portion of the Company's costs
are fixed and do not vary with the level of demand. Consequently, net income
for the second and third quarters at individual animal hospitals generally
has been higher than that experienced in the first and fourth quarters.
DEPENDENCE ON KEY MANAGEMENT
The Company's success will continue to depend to a significant extent on
the Company's executive officers and other key management, particularly its
Chief Executive Officer, Robert L. Antin. VCA has an employment contract
with Mr. Robert Antin, Mr. Arthur Antin, Chief Operating Officer of VCA, and
Mr. Neil Tauber, Senior Vice President of VCA, each of which expires in
December 2002. VCA has no other written employment agreements with its
executive officers. None of VCA's officers are parties to noncompetition
covenants which extend beyond the term of their employment with VCA. VCA
maintains "key man" life insurance on Mr. Robert Antin in the amount of $3.0
million, of which VCA is the sole beneficiary. VCA does not maintain any
insurance on the lives of its other senior management. As VCA continues to
grow, it will continue to hire, appoint or otherwise change senior managers
and other key executives. There can be no assurance that VCA will be able to
retain its executive officers and key personnel or attract additional
qualified members to management in the future. In addition, the success of
certain of VCA's acquisitions may depend on VCA's ability to retain selling
veterinarians of the acquired companies. The loss of services of any key
manager or selling veterinarian could have a material adverse effect upon
VCA's business.
COMPETITION
The companion animal health care industry is highly competitive and
subject to continual change in the manner in which services are delivered and
providers are selected. The Company believes that the primary competitive
factors in connection with animal hospitals are convenient location,
recommendation of friends, reasonable fees, quality of care and convenient
hours. The Company's primary competitors for its animal hospitals in most
markets are individual practitioners or small, regional multi-clinic
practices. In addition, certain national companies in the pet care industry,
including the operators of super-stores, are developing multi-regional
networks of animal hospitals in markets which include the Company's animal
hospitals. Among veterinary diagnostic laboratories, the Company believes
that quality, price and the time required to report results are the major
competitive factors. There are many clinical laboratory companies which
<PAGE>
provide a broad range of laboratory testing services in the same markets
serviced by the Company. In addition, several national companies provide
on-site diagnostic equipment that allows veterinarians to perform their own
laboratory tests.
GOVERNMENT REGULATION
The laws of many states prohibit veterinarians from splitting fees with
non-veterinarians and prohibit business corporations from providing, or
holding themselves out as providers of, veterinary medical care. These laws
vary from state to state and are enforced by the courts and by regulatory
authorities with broad discretion. While the Company seeks to structure its
operations to comply with the corporate practice of veterinary medicine laws
of each state in which it operates, there can be no assurance that, given
varying and uncertain interpretations of such laws, the Company would be
found to be in compliance with restrictions on the corporate practice of
veterinary medicine in all states. A determination that the Company is in
violation of applicable restrictions on the practice of veterinary medicine
in any state in which it operates could have a material adverse effect on the
Company if the Company were unable to restructure its operations to comply
with the requirements of such states.
ANTI-TAKEOVER EFFECT
A number of provisions of the Company's Certificate of Incorporation and
Bylaws and certain Delaware laws and regulations relating to matters of
corporate governance, certain rights of directors and the issuance of
preferred stock without stockholder approval, may be deemed to have and may
have the effect of making more difficult, and thereby discouraging, a merger,
tender offer, proxy contest or assumption of control and change of incumbent
management, even when stockholders other than the Company's principal
stockholders consider such a transaction to be in their best interest. In
addition, H.J. Heinz Company has an option to purchase the Company's interest
in the Vet's Choice joint venture upon the occurrence of a change in control
(as defined in the joint venture agreement), which may have the same effect.
Accordingly, stockholders may be deprived of an opportunity to sell their
shares at a substantial premium over the market price of the shares.
IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE
Future sales by existing stockholders could adversely affect the
prevailing market price of the Company's common stock. As of May 13, 1997,
the Company had 19,355,161 shares of common stock outstanding (including
97,773 shares held in treasury), most of which are either freely tradable in
the public market without restriction or tradable in accordance with Rule 144
under the Act. There are also 249,504 shares which the Company is obligated
to issue in connection with the Pets' Rx and Pet Practice mergers and certain
acquisitions; 583,333 shares issuable upon conversion of outstanding
preferred stock; 3,688,930 shares of the Company's common stock issuable upon
exercise of outstanding stock options; 41,608 shares issuable upon conversion
of convertible notes; and 2,456,623 shares issuable upon conversion of
convertible debentures. Shares may also be issued under price guarantees
delivered in connection with acquisitions. These shares will be eligible for
immediate sale upon issuance.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's common stock could be subject to
significant fluctuations caused by variations in quarterly operating results,
litigation involving the Company, announcements by the Company or its
competitors, general conditions in the companion animal health care industry
and other factors. The stock market in recent years has experienced extreme
price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of publicly traded companies.
The broad fluctuations may adversely affect the market price of the Company's
common stock.
ALLEGED MISSTATEMENTS REGARDING THE COMPANY'S OPERATIONS AND PROSPECTS
The Company and certain of its current and former officers and directors
have been named as defendants in a class action lawsuit filed on April 1,
1997, entitled Marilyn J. Thompson, et al. v. Veterinary Centers of America,
Inc., et al., Los Angeles Superior Court, Case No. BC1268547. The lawsuit has
been filed on behalf of individuals claiming to have purchased common stock
of the Company during the time period from February 15, 1996 through November
14, 1996, and the plaintiffs seek unspecified damages arising from alleged
misstatements regarding the Company's animal hospitals, diagnostic
laboratories, pet food operations and success in integrating certain
acquisitions. While the Company has not yet filed an answer to the
complaint, the Company intends to vigorously defend itself against the
lawsuit.
<PAGE>
Since discovery has not yet commenced, the Company is unable to assess
the likelihood of an adverse result in the class action lawsuit. There can
be no assurances as to the outcome of such lawsuit. The inability of the
Company to resolve the claims that are the basis for the lawsuit or to
prevail in any related litigation could result in the Company being required
to pay substantial monetary damages for which the Company may not be
adequately insured, which could have a material adverse effect on the
Company's business, financial condition and results of operations. In any
event, the Company's defense of such lawsuit, even if the outcome is
favorable to the Company, may result in substantial costs to the Company, as
well as significant dedication of management resources.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For discussion on legal proceedings, see Risk Factors -- "Alleged
Misstatements Regarding the Company's Operations and Prospects and
Note 5 to Notes to Financial Statements." In addition to the legal
proceedings described herein, the Company is a party to other
litigation which arises in the ordinary course of its business,
none of which is material.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
Exhibit 11.1 Computation of Per Share Earnings
Exhibit 27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K:
Current Report on Form 8-K filed January 22, 1997
Current Report on Form 8-K filed February 18, 1997
Current Report on Form 8-K filed February 27, 1997
<PAGE>
SIGNATURE
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 thereunto duly authorized.
VETERINARY CENTERS OF AMERICA, INC.
Date: May 14, 1997 /S/ TOMAS W. FULLER
------------------------------
Tomas W. Fuller
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
ITEM EXHIBIT PAGE
11.1 Computation of Per Share Earnings
27.1 Financial Data Schedule
EXHIBIT 11.1
VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES
COMPUTATIONS OF PER SHARE EARNINGS
The computations of net earnings per share for three months ended March 31,
1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Primary:
Net income $ 1,410,000 $ 760,000
=========== ==========
Average common shares outstanding 19,444,000 13,235,000
Dilutive common equivalent shares issuable upon:
Conversion of preferred stock 583,000 583,000
Redemption of redeemable warrants -- 1,239,000
Exercise of options to purchase common shares 364,000 870,000
----------- ----------
20,391,000 15,927,000
=========== ==========
Net earnings per share $ 0.07 $ 0.05
=========== ==========
Fully Diluted:
Net income $ 1,410,000 $ 760,000
Add back: Interest expense, net of tax,
applicable to convertible debt 718,000 53,000
----------- ----------
$ 2,128,000 $ 813,000
=========== ==========
Average common shares outstanding 19,444,000 13,235,000
Dilutive common equivalent shares issuable upon:
Conversion of preferred stock 583,000 583,000
Redemption of redeemable warrants -- 1,420,000
Exercise of options to purchase common shares 365,000 1,066,000
Conversion of convertible debt 2,498,000 49,000
----------- ---------
22,890,000 16,353,000
=========== ==========
Net earnings per share $ 0.09 $ 0.05
=========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CAPTION>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 8,113,000
<SECURITIES> 76,880,000
<RECEIVABLES> 9,848,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 104,655,000
<PP&E> 37,578,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 383,512,000
<CURRENT-LIABILITIES> 50,288,000
<BONDS> 0
0
1,000
<COMMON> 20,000
<OTHER-SE> 170,649,000
<TOTAL-LIABILITY-AND-EQUITY> 383,512,000
<SALES> 0
<TOTAL-REVENUES> 56,023,000
<CGS> 0
<TOTAL-COSTS> 43,520,000
<OTHER-EXPENSES> 2,728,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,906,000
<INCOME-PRETAX> 2,957,000
<INCOME-TAX> 1,547,000
<INCOME-CONTINUING> 1,410,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,410,000
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
