UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
20549
______________
Form
8-K
CURRENT
REPORT
Pursuant
to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April
29, 2015
VCA
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-16783
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95-4097995
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12401 West Olympic Boulevard Los Angeles, California 90064-1022
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(Address of Principal Executive Offices)
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(310) 571-6500
(Registrant’s Telephone Number)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02: Results of Operations and Financial Condition
On April 29, 2015, VCA Inc. issued a press release which included
earnings for the first quarter of fiscal year 2015. A copy of the press
release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01: Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
99.1 Press release dated April 29, 2015, regarding earnings for the
first quarter of fiscal year 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
April 29, 2015
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VCA Inc.
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/s/ Tomas W. Fuller
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By:
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Tomas W. Fuller
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Its:
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Chief Financial Officer
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EXHIBIT INDEX
Exhibits
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99.1
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Press release dated April 29, 2015, regarding earnings for the
first quarter of fiscal year 2015.
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4
Exhibit 99.1
VCA Inc.
Reports First Quarter 2015 Results
-
Revenue
increased 11.1% to a first quarter record of $499.5 million
-
Gross
profit increased 12.2% to $113.9 million
-
Operating
income increased 12.9% to $69.1 million
-
Diluted
earnings per common share increased 21.1% to $0.46
-
Non-GAAP
diluted earnings per common share increased 19.0% to $0.50
LOS ANGELES--(BUSINESS WIRE)--April 29, 2015--VCA Inc. (NASDAQ: WOOF),
a leading animal healthcare company in the United States and Canada,
today reported financial results for the first quarter ended March 31,
2015, as follows: revenue increased 11.1% to a first quarter record of
$499.5 million; gross profit increased 12.2% to $113.9 million;
operating income increased 12.9% to $69.1 million; net income increased
12.5% to $38.3 million and diluted earnings per common share increased
21.1% to $0.46. Non-GAAP diluted earnings per common share, which
excludes acquisition-related amortization, increased 19.0% to $0.50.
Bob Antin, Chairman and CEO, stated, “Our Animal Hospital business
segment same-store revenue growth rate continues to accelerate, driven
by an increase in both the number of orders and the average revenue per
order. Our Laboratory business segment experienced 6.1% internal revenue
growth resulting in a 250 basis point increase in gross profit margin.
Accordingly, we are very optimistic with respect to our results for the
full year ended December 2015.
“Animal Hospital revenue in the current quarter increased 11.8%, to
$393.0 million, driven by acquisitions made during the past 12 months
and same-store revenue growth of 5.3%. Our same-store gross profit
margin increased to 14.6% from 14.1%, and our total gross margin
increased to 14.1%, from 13.9% in the prior-year quarter. During the
quarter, we acquired 11 independent animal hospitals which had
historical combined annual revenue of $16.3 million.
“Laboratory internal revenue in the first quarter increased 6.1%, to
$94.0 million. Our Laboratory gross profit margin increased to 51.1%
from 48.6%, and our operating margin increased to 41.6%, from 39.6% in
the prior-year quarter.
“During the quarter we repurchased 850,000 shares of our common stock
for $43.3 million. Since the Board authorized our repurchase programs in
April 2013, through the first quarter 2015, we have acquired 8.2 million
shares for $321.8 million. We currently have $203.4 million left in our
authorization.”
2015 Guidance
We re-affirm the annual guidance we provided on February 11, 2015.
Non-GAAP Financial Measures
We believe investors’ understanding of our total performance is enhanced
by disclosing Non-GAAP financial measures including Non-GAAP net income,
Non-GAAP gross profit, Non-GAAP operating income and Non-GAAP diluted
earnings per common share. We define these adjusted measures as the
reported amounts, adjusted to exclude certain significant items and
amortization of intangibles acquired in acquisitions.
Management believes these adjusted measures are useful to management and
investors in evaluating the Company’s operational performance and their
use provides an additional tool for evaluating the Company’s operating
results and trends. As a result, these Non-GAAP financial measures help
to provide meaningful comparisons of our overall performance from one
reporting period to another and meaningful assessments of related trends.
There is a material limitation associated with the use of these Non-GAAP
financial measures: our adjusted measures exclude the impact of these
significant items, and as a result, our computation of adjusted diluted
earnings per common share does not depict diluted earnings per common
share in accordance with GAAP.
To compensate for the limitations in the Non-GAAP financial measures
discussed above, our disclosures provide a complete understanding of all
adjustments found in Non-GAAP financial measures, and we reconcile the
Non-GAAP financial measures to the GAAP financial measures in the
attached financial schedules titled “Supplemental Operating Data.”
Conference Call
We will discuss our first quarter 2015 financial results during a
conference call today, April 29th, at 9:00 a.m. Eastern Time.
A live broadcast of the call may be accessed by visiting our website at
investor.vca.com. The call may also be accessed by dialing 877-293-5492.
Interested parties should call at least ten minutes prior to the start
of the call to register. Replay of the webcast will be available for
ninety days by visiting the company’s website.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Among
the forward-looking statements in this press release are statements
addressing our 2015 guidance and plans, expectations, future financial
position and results of operation. These forward-looking statements are
not historical facts and are inherently uncertain and out of our
control. Any or all of our forward-looking statements in this press
release may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks and
uncertainties. Actual future results may vary materially. Among other
factors that could cause our actual results to differ from this
forward-looking information are: the continued effects of the economic
uncertainty prevailing in regions in which we operate; our ability to
execute on our growth strategy and to manage acquired operations;
changes in demand for our products and services; fluctuations in our
revenue adversely affecting our gross profit, operating income and
margins; and the effects of the other factors discussed in our Annual
Report on Form 10-K, Reports on Form 10-Q and our other filings with the
SEC.
About VCA Inc.
We own, operate and manage the largest networks of freestanding
veterinary hospitals and veterinary-exclusive clinical laboratories in
the country, additionally we are the largest provider of online
communication, professional education and marketing solutions to the
veterinary community. We also supply diagnostic imaging equipment to the
veterinary industry.
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VCA Inc.
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Condensed, Consolidated Income Statements
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(Unaudited)
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(In thousands, except per share amounts)
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Three Months Ended
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March 31,
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2015
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2014
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Revenue:
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Animal hospital
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$
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393,026
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$
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351,588
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Laboratory
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93,972
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88,534
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All other
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34,227
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28,121
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Intercompany
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(21,772
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)
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(18,736
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)
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499,453
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449,507
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Direct costs
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385,591
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348,056
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Gross profit:
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Animal hospital
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55,484
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48,800
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Laboratory
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47,982
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43,031
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All other
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11,424
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9,969
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Intercompany
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(1,028
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)
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(349
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)
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113,862
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101,451
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Selling, general and administrative expense:
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Animal hospital
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11,221
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9,128
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Laboratory
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8,865
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8,018
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All other
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8,687
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8,348
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Corporate
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15,625
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15,946
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44,398
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41,440
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Net loss (gain) on sale or disposal of assets
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335
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(1,221
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)
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Operating income
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69,129
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61,232
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Interest expense, net
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4,837
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4,167
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Other expense (income)
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66
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(53
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)
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Income before provision for income taxes
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64,226
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57,118
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Provision for income taxes
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24,673
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22,203
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Net income
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39,553
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34,915
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Net income attributable to noncontrolling interests
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1,252
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872
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Net income attributable to VCA Inc.
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$
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38,301
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$
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34,043
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Diluted earnings per share
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$
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0.46
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$
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0.38
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Weighted-average shares outstanding for diluted earnings per share
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83,373
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89,421
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VCA Inc.
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Condensed, Consolidated Balance Sheets
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(Unaudited)
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(In thousands)
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March 31,
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December 31,
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2015
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2014
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Assets
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Current assets:
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Cash and cash equivalents
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$
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59,278
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$
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81,383
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Trade accounts receivable, net
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|
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73,766
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|
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|
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60,482
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Inventory
|
|
|
|
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55,142
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|
|
|
|
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56,050
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Prepaid expenses and other
|
|
|
|
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30,425
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|
|
|
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36,924
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Deferred income taxes
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|
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30,324
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30,331
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Prepaid income taxes
|
|
|
|
|
—
|
|
|
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18,277
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Total current assets
|
|
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248,935
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|
|
|
|
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283,447
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Property and equipment, net
|
|
|
|
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472,944
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|
|
|
|
468,041
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Other assets:
|
|
|
|
|
|
|
|
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Goodwill
|
|
|
|
|
1,439,598
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|
|
|
|
1,415,861
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Other intangible assets, net
|
|
|
|
|
82,913
|
|
|
|
|
|
88,175
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Notes receivable
|
|
|
|
|
2,695
|
|
|
|
|
|
2,807
|
|
Deferred financing costs, net
|
|
|
|
|
7,440
|
|
|
|
|
|
7,874
|
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Other
|
|
|
|
|
70,477
|
|
|
|
|
|
65,815
|
|
Total assets
|
|
|
|
$
|
2,325,002
|
|
|
|
|
$
|
2,332,020
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
|
|
$
|
26,598
|
|
|
|
|
$
|
19,356
|
|
Accounts payable
|
|
|
|
|
40,997
|
|
|
|
|
|
46,284
|
|
Accrued payroll and related liabilities
|
|
|
|
|
78,159
|
|
|
|
|
|
64,359
|
|
Income tax payable
|
|
|
|
|
2,570
|
|
|
|
|
|
—
|
|
Other accrued liabilities
|
|
|
|
|
69,979
|
|
|
|
|
|
67,219
|
|
Total current liabilities
|
|
|
|
|
218,303
|
|
|
|
|
|
197,218
|
|
Long-term debt, less current portion
|
|
|
|
|
766,591
|
|
|
|
|
|
775,412
|
|
Deferred income taxes
|
|
|
|
|
103,162
|
|
|
|
|
|
103,502
|
|
Other liabilities
|
|
|
|
|
31,745
|
|
|
|
|
|
33,190
|
|
Total liabilities
|
|
|
|
|
1,119,801
|
|
|
|
|
|
1,109,322
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|
Redeemable noncontrolling interests
|
|
|
|
|
11,108
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|
|
|
|
|
11,077
|
|
VCA Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
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Common stock
|
|
|
|
|
82
|
|
|
|
|
|
83
|
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Additional paid-in capital
|
|
|
|
|
116,068
|
|
|
|
|
|
155,802
|
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Retained earnings
|
|
|
|
|
1,102,459
|
|
|
|
|
|
1,064,158
|
|
Accumulated other comprehensive loss
|
|
|
|
|
(34,605
|
)
|
|
|
|
|
(19,397
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)
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Total VCA Inc. stockholders’ equity
|
|
|
|
|
1,184,004
|
|
|
|
|
|
1,200,646
|
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Noncontrolling interests
|
|
|
|
|
10,089
|
|
|
|
|
|
10,975
|
|
Total equity
|
|
|
|
|
1,194,093
|
|
|
|
|
|
1,211,621
|
|
Total liabilities and equity
|
|
|
|
$
|
2,325,002
|
|
|
|
|
$
|
2,332,020
|
|
|
|
VCA Inc.
|
Condensed, Consolidated Statements of Cash Flows
|
(Unaudited)
|
(In thousands)
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
|
|
|
|
2015
|
|
|
|
2014
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
$
|
39,553
|
|
|
|
|
$
|
34,915
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
19,797
|
|
|
|
|
|
19,767
|
|
Amortization of debt issue costs
|
|
|
|
|
434
|
|
|
|
|
|
304
|
|
Provision for uncollectible accounts
|
|
|
|
|
1,183
|
|
|
|
|
|
890
|
|
Net loss (gain) on sale or disposal of assets
|
|
|
|
|
335
|
|
|
|
|
|
(1,221
|
)
|
Share-based compensation
|
|
|
|
|
4,132
|
|
|
|
|
|
4,544
|
|
Excess tax benefit from stock based compensation
|
|
|
|
|
(791
|
)
|
|
|
|
|
(392
|
)
|
Other
|
|
|
|
|
(989
|
)
|
|
|
|
|
(905
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
|
|
(14,570
|
)
|
|
|
|
|
(5,825
|
)
|
Inventory, prepaid expense and other assets
|
|
|
|
|
2,862
|
|
|
|
|
|
(1,389
|
)
|
Accounts payable and other accrued liabilities
|
|
|
|
|
(6,954
|
)
|
|
|
|
|
(3,773
|
)
|
Accrued payroll and related liabilities
|
|
|
|
|
14,052
|
|
|
|
|
|
6,247
|
|
Income taxes
|
|
|
|
|
21,581
|
|
|
|
|
|
15,165
|
|
Net cash provided by operating activities
|
|
|
|
|
80,625
|
|
|
|
|
|
68,327
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Business acquisitions, net of cash acquired
|
|
|
|
|
(32,150
|
)
|
|
|
|
|
(17,295
|
)
|
Real estate acquired in connection with business acquisitions
|
|
|
|
|
(1,502
|
)
|
|
|
|
|
—
|
|
Property and equipment additions
|
|
|
|
|
(16,526
|
)
|
|
|
|
|
(16,619
|
)
|
Proceeds from sale of assets
|
|
|
|
|
92
|
|
|
|
|
|
859
|
|
Other
|
|
|
|
|
(576
|
)
|
|
|
|
|
520
|
|
Net cash used in investing activities
|
|
|
|
|
(50,662
|
)
|
|
|
|
|
(32,535
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Repayment of debt
|
|
|
|
|
(5,165
|
)
|
|
|
|
|
(12,806
|
)
|
Distributions to non-controlling interest partners
|
|
|
|
|
(1,325
|
)
|
|
|
|
|
(1,090
|
)
|
Purchase of non-controlling interests
|
|
|
|
|
(1,483
|
)
|
|
|
|
|
(326
|
)
|
Proceeds from issuance of common stock under stock option plans
|
|
|
|
|
404
|
|
|
|
|
|
372
|
|
Excess tax benefit from stock based compensation
|
|
|
|
|
791
|
|
|
|
|
|
392
|
|
Repurchase of common stock
|
|
|
|
|
(44,845
|
)
|
|
|
|
|
(9,793
|
)
|
Other
|
|
|
|
|
(80
|
)
|
|
|
|
|
—
|
|
Net cash used in financing activities
|
|
|
|
|
(51,703
|
)
|
|
|
|
|
(23,251
|
)
|
Effect of currency exchange rate changes on cash and cash equivalents
|
|
|
|
|
(365
|
)
|
|
|
|
|
(282
|
)
|
(Decrease) increase in cash and cash equivalents
|
|
|
|
|
(22,105
|
)
|
|
|
|
|
12,259
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
81,383
|
|
|
|
|
|
125,029
|
|
Cash and cash equivalents at end of period
|
|
|
|
$
|
59,278
|
|
|
|
|
$
|
137,288
|
|
|
|
VCA Inc.
|
Supplemental Operating Data (cont)
|
(Unaudited - In thousands, except per share amounts)
|
|
Table #1
|
|
|
|
|
|
|
|
|
Reconciliation of net income attributable to
|
|
|
|
Three Months Ended March 31,
|
VCA Inc., to Non-GAAP net income attributable
|
|
|
|
to VCA Inc. (1)
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
Net income attributable to VCA Inc.
|
|
|
|
$
|
38,301
|
|
|
|
|
$
|
34,043
|
|
Acquisitions related amortization (1)
|
|
|
|
|
5,526
|
|
|
|
|
|
5,147
|
|
Tax benefit from acquisitions related amortization (1)
|
|
|
|
|
(2,163
|
)
|
|
|
|
|
(2,015
|
)
|
Non-GAAP net income attributable to VCA Inc.
|
|
|
|
$
|
41,664
|
|
|
|
|
$
|
37,175
|
|
|
|
|
|
|
|
|
|
|
Table #2
|
|
|
|
Three Months Ended March 31,
|
Reconciliation of diluted earnings per share to
|
|
|
|
Non-GAAP diluted earnings per share (1)
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
|
|
$
|
0.46
|
|
|
|
|
$
|
0.38
|
|
Impact of acquisitions related amortization, net of tax (1)
|
|
|
|
|
0.04
|
|
|
|
|
|
0.04
|
|
Non-GAAP diluted earnings per share
|
|
|
|
$
|
0.50
|
|
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
Shares used for computing diluted earnings per share
|
|
|
|
|
83,373
|
|
|
|
|
|
89,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table #3
|
|
|
|
Three Months Ended March 31,
|
Reconciliation of consolidated gross profit to
|
|
|
|
Non-GAAP consolidated gross profit (1)
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
Consolidated gross profit
|
|
|
|
$
|
113,862
|
|
|
|
|
$
|
101,451
|
|
Impact of acquisitions related amortization (1)
|
|
|
|
|
5,465
|
|
|
|
|
|
5,080
|
|
Non-GAAP consolidated gross profit
|
|
|
|
$
|
119,327
|
|
|
|
|
$
|
106,531
|
|
Non-GAAP consolidated gross profit margin
|
|
|
|
|
23.9
|
%
|
|
|
|
|
23.7
|
%
|
|
|
|
|
|
|
|
|
|
Table #4
|
|
|
|
Three Months Ended March 31,
|
Reconciliation of consolidated operating income to
|
|
|
|
Non-GAAP consolidated operating income (1)
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
|
|
$
|
69,129
|
|
|
|
|
$
|
61,232
|
|
Impact of acquisitions related amortization (1)
|
|
|
|
|
5,526
|
|
|
|
|
|
5,147
|
|
Non-GAAP consolidated operating income
|
|
|
|
$
|
74,655
|
|
|
|
|
$
|
66,379
|
|
Non-GAAP consolidated operating margin
|
|
|
|
|
14.9
|
%
|
|
|
|
|
14.8
|
%
|
|
_________________________________________________
(1) Management believes that investors’ understanding of our performance
is enhanced by disclosing adjusted measures as the reported amounts,
adjusted to exclude certain significant items and acquisition-related
amortization. Non-GAAP net income, Non-GAAP diluted earnings per common
share, Non-GAAP consolidated gross profit and Non-GAAP consolidated
operating income measures are not, and should not be viewed as
substitutes for U.S. generally accepted accounting principles (GAAP) net
income, its components and diluted earnings per share.
|
VCA Inc.
|
Supplemental Operating Data (cont)
|
(Unaudited - In thousands, except per share amounts)
|
|
|
|
|
|
As of
|
Table #5
|
|
|
|
March 31, 2015
|
|
|
|
December 31, 2014
|
Selected consolidated balance sheet data
|
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
Senior term notes
|
|
|
|
$
|
600,000
|
|
|
|
|
$
|
600,000
|
|
Revolving credit
|
|
|
|
|
135,000
|
|
|
|
|
|
135,000
|
|
Other debt and capital leases
|
|
|
|
|
58,189
|
|
|
|
|
|
59,768
|
|
Total debt
|
|
|
|
$
|
793,189
|
|
|
|
|
$
|
794,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
Table #6
|
|
|
|
Selected expense data
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
Rent expense
|
|
|
|
$
|
18,780
|
|
|
|
|
$
|
16,929
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization included in direct costs:
|
|
|
|
|
|
|
|
|
Animal hospital
|
|
|
|
$
|
15,962
|
|
|
|
|
$
|
14,574
|
|
Laboratory
|
|
|
|
|
2,475
|
|
|
|
|
|
2,516
|
|
All other
|
|
|
|
|
940
|
|
|
|
|
|
1,731
|
|
Intercompany
|
|
|
|
|
(523
|
)
|
|
|
|
|
(465
|
)
|
|
|
|
|
$
|
18,854
|
|
|
|
|
$
|
18,356
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization included in selling, general and
administrative expense
|
|
|
|
|
943
|
|
|
|
|
|
1,411
|
|
Total depreciation and amortization
|
|
|
|
$
|
19,797
|
|
|
|
|
$
|
19,767
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation included in direct costs:
|
|
|
|
|
|
|
|
|
Laboratory
|
|
|
|
$
|
161
|
|
|
|
|
$
|
150
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation included in selling, general and
administrative expense:
|
|
|
|
|
|
|
|
|
Animal hospital
|
|
|
|
|
664
|
|
|
|
|
|
517
|
|
Laboratory
|
|
|
|
|
366
|
|
|
|
|
|
381
|
|
All other
|
|
|
|
|
202
|
|
|
|
|
|
182
|
|
Corporate
|
|
|
|
|
2,739
|
|
|
|
|
|
3,314
|
|
|
|
|
|
|
3,971
|
|
|
|
|
|
4,394
|
|
Total share-based compensation
|
|
|
|
$
|
4,132
|
|
|
|
|
$
|
4,544
|
|
|
CONTACT:
VCA Inc.
Tomas Fuller, 310-571-6505
Chief Financial
Officer
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