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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0058 |
WASHINGTON, D.C. 20549 | Expires: May 31, 1997 |
| Estimated average burden |
| hours per response 2.50 |
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FORM 12B-25 | SEC FILE NUMBER |
| 1-10787 |
|-------------------------------|
NOTIFICATION OF LATE FILING | CUSIP NUMBER |
| 925514 10 1 |
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(CHECK ONE):
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]
Form N-SAR
For Period Ended: DECEMBER 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] 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:
_______________________________________________________________________________
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, Santa Monica, California 90405
_______________________________________________________________________________
City, State and Zip Code
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;
[x] | (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
| portion thereof, will be filed on or before the fifteenth
| calendar day following the prescribed due date; or the
| subject quarterly report of 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.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed item period.
Registrant has experienced delays in compiling the information necessary
to complete the preparation of its financial statements.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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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 report(s) been filed? If 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
form 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 99.1" ATTACHED
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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 April 1, 1997 By /s/ Tomas Fuller
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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
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| 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.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not relate 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 (S 232.201 or S 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (S 232.13(b) of this chapter).
EXHIBIT 99.1
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VETERINARY CENTERS OF AMERICA, INC.
REPORTS FOURTH QUARTER AND
YEAR END FINANCIAL RESULTS
SANTA MONICA, CA, FEBRUARY 18, 1997 -- VETERINARY CENTERS OF AMERICA, INC.
("VCA") (NASDAQ NM SYMBOL: VCAI), Tuesday announced that revenues for the
fourth quarter and the fiscal year ended December 31, 1996 hit record levels.
The Company reported revenues of $52.3 million for the fourth quarter and
$182.2 million for the full year. This represents an increase for the quarter
and year of 71.1% and 69.1%, respectively, over revenues of $30.6 million and
$107.7 million in the comparable periods in the prior year.
The increases in revenues for the quarter and the year were attributable
primarily to the Company's aggressive acquisition program.
VCA's current and historical operating results include the results of
Pets' Rx, Inc., which was acquired through a pooling-of-interests merger on
June 19, 1996. In addition, on July 19, 1996, the Company acquired The Pet
Practice, Inc. The Company acquired over 100 animal hospitals primarily
through these acquisitions.
In addition, the Company completed the acquisition of six veterinary
diagnostic laboratories in 1996.
In the third quarter of 1996, the Company began to implement its plan to
integrate the operations of the acquired hospitals. This plan included the
write-off of certain redundant assets, the closure or sale of unprofitable
hospitals and the termination of certain personnel.
As a result, the Company recorded charges of $2.9 million in the fourth
quarter and $15.2 million for the year. The charges, net of tax, represents
$0.10 and $0.89 per share, respectively.
The Company reported a net loss for the fourth quarter of $2.6 million or
$0.14 per share, compared to a net loss of $1.8 million or $0.16 per share in
1995.
Excluding the after-tax effect of restructuring and asset write-down
charges in 1996 and 1995, the Company posted a loss for the fourth quarter of
1996 of $806,000 or $0.04 per share, compared with income of $371,000 or $0.03
per share for the fourth quarter of 1995.
The Company reported a net loss for 1996 of $14.6 million or $0.92 per
share, compared to a net loss of $1.2 million or $0.13 per share in 1995.
Excluding the after-tax effect of restructuring and asset write-down charges in
1996 and 1995, the Company recorded income of $2.3 million or $0.15 per share
in 1996, compared with income of $1.6 million or $0.17 per share in 1995.
Bob Antin, President and Chief Executive Officer, stated: "1996 was a year
of tremendous growth. The hospital division more than doubled in size, adding
more than 100 locations to solidify our position as the largest provider of
veterinary medicine in the United States. We now have over 150 hospitals in 23
states."
"We also developed the largest veterinary exclusive diagnostic laboratory
network in the country. Our laboratory network, now operating under the name
Antech Diagnostics, has the ability to provide same-day or next-day results to
approximately 90% of the country."
"Vet's Choice, our joint venture with H.J. Heinz, reached a milestone
with profitable months in December 1996 and January 1997."
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"The growth was accompanied by significant integration problems which
became apparent during the fourth quarter. The Company has developed a plan
which includes selling, closing or merging hospitals which do not fit our
operating model, continuing our acquisition program, strengthening our
management team, and completing the systems integration process."
"We also altered the Vet's Choice partnership, allowing Heinz Pet Products
to provide the day-to-day management of Vet's Choice which allows our
management team to focus on our hospital and laboratory businesses."
"We believe that Heinz Pet Products will be able to combine our products'
marketing and distribution efforts with those of Nature's Recipe and other
Heinz Pet Products pet-food companies, leveraging marketing, distribution and
logistics and, most importantly, the value of our 50.5% ownership. Heinz Pet
Products has an option to purchase our interest in three years based on a
multiple of revenues."
"Additionally, VCA and Heinz Pet Products have entered into a separate
agreement in which VCA will continue to provide support services to Heinz Pet
Products and assist them in their efforts to penetrate the worldwide hospital
market. Heinz Pet Products of the United States and Canada will pay VCA $15.3
million for these services, which will be recognized over a three-year period."
Antin concluded, "While the improvements are ongoing, we expect to
substantially complete our efforts by the end of April 1997."
VETERINARY CENTERS OF AMERICA, INC. owns and operates a nationwide
network of veterinary hospitals and veterinary clinical laboratories. The
Company currently provides goods and services to approximately 9,000 animal
hospitals nationwide.
In addition, VCA is a 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 that 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)
Three Months Ended Twelve Months Ended
Dec. 31, Dec. 31,
1996 1995 1996 1995
Revenues:
Animal Hospital $ 36,595 $19,402 $ 120,842 $67,059
Laboratory 14,511 10,121 56,774 37,606
Pet Food 2,553 1,649 8,674 4,756
Eliminations (1,338) (594) (4,130) (1,727)
52,321 30,578 182,160 107,694
Direct Costs 43,163 23,191 139,586 80,099
Gross Profit:
Animal Hospital 3,471 3,000 17,858 11,767
Laboratory 4,558 3,890 21,184 14,277
Pet Food 1,129 497 3,532 1,551
9,158 7,387 42,574 27,595
General & Administrative:
Corporate 3,584 1,573 10,450 6,029
Laboratory 1,010 933 4,619 3,569
Pet Food 1,183 974 4,666 4,086
5,777 3,480 19,735 13,684
Depreciation & Amortization 2,512 1,377 7,496 4,144
Restructuring Charges 2,851 2,148 15,21 33,234
Merger Costs -- -- 2,901 --
Operating (Loss) Income (1,982) 382 (2,771) 6,533
Interest Expense, Net 845 716 3,325 2,549
(Loss) Income Before Minority Interest
and Income Taxes (2,827) (334) (6,096) 3,984
Minority Interest Expense 1,539 878 6,577 2,960
(Benefit) Provision
for Income Taxes (1,747) 565 1,959 2,238
Net (Loss) Income $ (2,619) $(1,777) $(14,632) $(1,214)
(Loss) Earnings Per Share (14 cents)(16 cents) (92 cents)(13 cents)
Shares Used for Computing EPS 19,055 11,364 15,942 9,233
Components of Net (Loss)
Income Per Share:
Net, Excluding Charges $ (806) $371 $2,338 $1,579
Restructuring and
Asset Writedown Charges (1,813) (2,148) (14,175) (2,793)
Merger Costs -- -- (2,795) --
Net (Loss) Income $ (2,619) $(1,777) $(14,632) $(1,214)
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Components of Net (Loss)
Income Per Share:
Net, Excluding Charges (4 cents) 3 cents 15cents 17 cents
Restructuring and Asset
Writedown Charges (10 cents)(19 cents) (89cents)(30 cents)
Merger Costs -- -- (18cents) --
Net (Loss) Income
Per Share (14 cents)(16 cents) (92cents)(13 cents)
CONTACT: Veterinary Centers of America Inc., Santa Monica
Bob Antin or Tom Fuller, 310/392-9599
