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): July
29, 2015
VCA
Inc.
(Exact
Name of Registrant as Specified in Charter)
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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 July 29, 2015, VCA Inc. issued a press release which included
earnings for the second 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 July 29, 2015, regarding earnings for the
second 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.
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July 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
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Exhibits
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99.1
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Press release dated July 29, 2015, regarding earnings for the
second quarter of fiscal year 2015.
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4
Exhibit 99.1
VCA Inc.
Reports Second Quarter 2015 Results
and
Increases
Financial Guidance for 2015
-
Revenue
increased 12.1% to a second quarter record of $548.8 million
-
Gross
profit increased 17.0% to $140.8 million
-
Operating
income increased 21.6% to $97.2 million
-
Diluted
earnings per common share increased 27.5% to $0.65
-
Non-GAAP
diluted earnings per common share increased 27.3% to $0.70
LOS ANGELES--(BUSINESS WIRE)--July 29, 2015--VCA Inc. (NASDAQ: WOOF),
a leading animal healthcare company in the United States and Canada,
today reported financial results for the second quarter ended June 30,
2015, as follows: revenue increased 12.1% to a second quarter record of
$548.8 million; gross profit increased 17.0% to $140.8 million;
operating income increased 21.6% to $97.2 million; net income increased
19.1% to $54.3 million and diluted earnings per common share increased
27.5% to $0.65. Non-GAAP diluted earnings per common share, which
excludes acquisition-related amortization, increased 27.3% to $0.70.
We also reported our financial results for the six months ended June 30,
2015, as follows: revenue increased 11.6% to $1.0 billion, gross profit
increased 14.8% to $254.7 million, operating income increased 17.8% to
$166.3 million, net income increased 16.3% to $92.6 million, and diluted
earnings per common share increased 24.7% to $1.11. Our financial
results for the six months ended June 30, 2015, on a Non-GAAP basis, are
as follows: gross profit increased 14.6% to $266.0 million, operating
income increased 17.3% to $178.0 million, net income increased 15.8% to
$99.5 million, and Non-GAAP diluted earnings per common share increased
25.0% to $1.20.
Bob Antin, Chairman and CEO, stated, "We had a great quarter. Our Animal
Hospital business segment same-store revenue growth rate continues to
accelerate, driven once again by an increase in both the number of
orders and the average revenue per order. Our Laboratory business
segment experienced 7.3% internal revenue growth resulting in a 220
basis point increase in gross profit margin. Accordingly, we remain very
optimistic with respect to our results for the full year ended December
2015.
"Animal Hospital revenue in the current quarter increased 12.6%, to
$435.4 million, driven by acquisitions made during the past 12 months
and same-store revenue growth of 6.0%. Our same-store gross profit
margin increased to 17.3%, from 16.6% and our total gross margin
increased to 16.9%, from 16.4% in the prior-year quarter. During the
quarter, we acquired 12 independent animal hospitals which had
historical combined annual revenue of $30.5 million.
"Laboratory internal revenue in the second quarter increased 7.3%, to
$103.0 million. Our Laboratory gross profit margin increased to 53.4%,
from 51.2% and our operating margin increased to 44.4%, from 42.5% in
the prior-year quarter.
"During the quarter we repurchased 840,000 shares of our common stock
for $43.9 million. Since the Board authorized our repurchase programs in
April 2013, through the second quarter 2015, we have acquired 9.1
million shares for $365.7 million, including commissions. At the end of
the second quarter, we have $159.5 million left in our authorization."
2015 Guidance
We are revising our guidance as follows:
• Revenue from $2.12 billion to $2.13 billion;
• Net income from $172 million to $181 million;
• Diluted earnings per common share from $2.08 to $2.18; and
• Non-GAAP diluted earnings per common share of $2.25 to $2.35.
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 second quarter 2015 financial results during a
conference call today, July 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
June 30,
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Six Months Ended
June 30,
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2015
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2014
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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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435,376
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$
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386,776
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$
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828,402
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$
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738,364
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Laboratory
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106,222
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95,955
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200,194
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184,489
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All other
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28,669
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23,712
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62,896
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51,833
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Intercompany
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(21,482
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(16,971
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(43,254
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(35,707
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548,785
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489,472
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1,048,238
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938,979
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Direct costs
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407,938
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369,057
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793,529
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717,113
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Gross profit:
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Animal hospital
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73,385
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63,336
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128,869
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112,136
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Laboratory
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56,703
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49,092
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104,685
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92,123
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All other
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11,389
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7,648
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22,813
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17,617
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Intercompany
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(630
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339
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(1,658
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(10
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140,847
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120,415
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254,709
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221,866
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Selling, general and administrative expense:
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Animal hospital
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10,453
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9,864
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21,674
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18,992
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Laboratory
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9,487
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8,281
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18,352
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16,299
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All other
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7,741
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7,411
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16,428
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15,759
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Corporate
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16,804
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14,375
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32,429
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30,321
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44,485
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39,931
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88,883
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81,371
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Net (gain) loss on sale or disposal of assets
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(819
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578
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(484
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(643
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Operating income
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97,181
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79,906
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166,310
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141,138
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Interest expense, net
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5,104
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4,030
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9,941
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8,197
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Other (income) expense
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(37
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)
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43
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29
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(10
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Income before provision for income taxes
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92,114
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75,833
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156,340
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132,951
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Provision for income taxes
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36,191
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28,925
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60,864
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51,128
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Net income
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55,923
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46,908
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95,476
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81,823
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Net income attributable to noncontrolling interests
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1,624
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1,324
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2,876
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|
2,196
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Net income attributable to VCA Inc.
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$
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54,299
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$
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45,584
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$
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92,600
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$
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79,627
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Diluted earnings per share
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$
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0.65
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$
|
0.51
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$
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1.11
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$
|
0.89
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Weighted-average shares outstanding for diluted earnings per share
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83,084
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89,191
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83,227
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|
89,312
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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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June 30,
2015
|
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December 31,
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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74,326
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$
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81,383
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Trade accounts receivable, net
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81,593
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|
60,482
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Inventory
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53,789
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56,050
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Prepaid expenses and other
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27,874
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|
36,924
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|
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Deferred income taxes
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|
30,324
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|
|
30,331
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|
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Prepaid income taxes
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|
6,472
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|
|
18,277
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|
Total current assets
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274,378
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|
283,447
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Property and equipment, net
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477,929
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468,041
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Other assets:
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|
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Goodwill
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1,452,370
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1,415,861
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Other intangible assets, net
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98,908
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|
88,175
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Notes receivable
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2,471
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|
2,807
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Deferred financing costs, net
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7,004
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7,874
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Other
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84,050
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65,815
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Total assets
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$
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2,397,110
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$
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2,332,020
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Liabilities and Equity
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Current liabilities:
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Current portion of long-term debt
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$
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33,881
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$
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19,356
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Accounts payable
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42,071
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46,284
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Accrued payroll and related liabilities
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72,697
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64,359
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Other accrued liabilities
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73,093
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|
67,219
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Total current liabilities
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221,742
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197,218
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Long-term debt, less current portion
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819,380
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775,412
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Deferred income taxes
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103,424
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|
|
103,502
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|
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Other liabilities
|
|
31,862
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|
|
33,190
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|
Total liabilities
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1,176,408
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|
|
1,109,322
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Redeemable noncontrolling interests
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11,183
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|
|
11,077
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|
VCA Inc. stockholders’ equity:
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Common stock
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81
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|
83
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Additional paid-in capital
|
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72,590
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|
|
155,802
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|
|
Retained earnings
|
|
1,156,758
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|
|
1,064,158
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|
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Accumulated other comprehensive loss
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(30,331
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)
|
|
(19,397
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)
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Total VCA Inc. stockholders’ equity
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1,199,098
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|
|
1,200,646
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Noncontrolling interests
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10,421
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|
|
10,975
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|
|
Total equity
|
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1,209,519
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|
|
1,211,621
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|
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Total liabilities and equity
|
|
$
|
2,397,110
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|
|
$
|
2,332,020
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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VCA Inc.
|
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Condensed, Consolidated Statements of Cash Flows
|
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(Unaudited)
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(In thousands)
|
|
|
|
|
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|
|
Six Months Ended
June 30,
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2015
|
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2014
|
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Cash flows from operating activities:
|
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|
|
|
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Net income
|
|
$
|
95,476
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|
|
$
|
81,823
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
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|
|
|
|
Depreciation and amortization
|
|
40,163
|
|
|
39,797
|
|
|
Amortization of debt issue costs
|
|
870
|
|
|
604
|
|
|
Provision for uncollectible accounts
|
|
3,379
|
|
|
2,612
|
|
|
Net gain on sale or disposal of assets
|
|
(484
|
)
|
|
(643
|
)
|
|
Share-based compensation
|
|
8,269
|
|
|
8,571
|
|
|
Excess tax benefit from stock based compensation
|
|
(4,729
|
)
|
|
(2,092
|
)
|
|
Other
|
|
(658
|
)
|
|
(53
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Trade accounts receivable
|
|
(24,217
|
)
|
|
(8,945
|
)
|
|
Inventory, prepaid expense and other assets
|
|
(8,942
|
)
|
|
(6,610
|
)
|
|
Accounts payable and other accrued liabilities
|
|
(4,196
|
)
|
|
1,171
|
|
|
Accrued payroll and related liabilities
|
|
8,300
|
|
|
3,816
|
|
|
Income taxes
|
|
16,525
|
|
|
8,062
|
|
|
Net cash provided by operating activities
|
|
129,756
|
|
|
128,113
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Business acquisitions, net of cash acquired
|
|
(66,529
|
)
|
|
(30,764
|
)
|
|
Property and equipment additions
|
|
(34,521
|
)
|
|
(27,979
|
)
|
|
Proceeds from sale of assets
|
|
6,164
|
|
|
4,456
|
|
|
Other
|
|
205
|
|
|
55
|
|
|
Net cash used in investing activities
|
|
(94,681
|
)
|
|
(54,232
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Repayment of debt
|
|
(7,924
|
)
|
|
(26,218
|
)
|
|
Proceeds from revolving credit facility
|
|
61,000
|
|
|
—
|
|
|
Distributions to non-controlling interest partners
|
|
(2,447
|
)
|
|
(2,259
|
)
|
|
Purchase of non-controlling interests
|
|
(1,493
|
)
|
|
(326
|
)
|
|
Proceeds from issuance of common stock under stock option plans
|
|
679
|
|
|
467
|
|
|
Excess tax benefit from stock based compensation
|
|
4,729
|
|
|
2,092
|
|
|
Repurchase of common stock
|
|
(96,674
|
)
|
|
(49,091
|
)
|
|
Other
|
|
(80
|
)
|
|
(838
|
)
|
|
Net cash used in financing activities
|
|
(42,210
|
)
|
|
(76,173
|
)
|
|
Effect of currency exchange rate changes on cash and cash equivalents
|
|
78
|
|
|
(202
|
)
|
|
Decrease in cash and cash equivalents
|
|
(7,057
|
)
|
|
(2,494
|
)
|
|
Cash and cash equivalents at beginning of period
|
|
81,383
|
|
|
125,029
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
74,326
|
|
|
$
|
122,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VCA Inc.
|
|
Supplemental Operating Data
|
|
(Unaudited - In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
Table #1
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income attributable to
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
VCA Inc., to Non-GAAP net income attributable
|
|
|
|
to VCA Inc. (1)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to VCA Inc.
|
|
$
|
54,299
|
|
|
$
|
45,584
|
|
|
$
|
92,600
|
|
|
$
|
79,627
|
|
|
Acquisitions related amortization (1)
|
|
5,858
|
|
|
5,227
|
|
|
11,384
|
|
|
10,374
|
|
|
Tax benefit from acquisitions related amortization (1)
|
|
(2,293
|
)
|
|
(2,046
|
)
|
|
(4,456
|
)
|
|
(4,060
|
)
|
|
Non-GAAP net income attributable to VCA Inc.
|
|
$
|
57,864
|
|
|
$
|
48,765
|
|
|
$
|
99,528
|
|
|
$
|
85,941
|
|
|
|
|
|
|
|
|
|
|
|
|
Table #2
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
Reconciliation of diluted earnings per share to
|
|
|
|
Non-GAAP diluted earnings per share (1)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
0.65
|
|
|
$
|
0.51
|
|
|
$
|
1.11
|
|
|
$
|
0.89
|
|
|
Impact of acquisitions related amortization, net of tax (1)
|
|
0.04
|
|
|
0.04
|
|
|
0.08
|
|
|
0.07
|
|
|
Non-GAAP diluted earnings per share (2)
|
|
$
|
0.70
|
|
|
$
|
0.55
|
|
|
$
|
1.20
|
|
|
$
|
0.96
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used for computing diluted earnings per share
|
|
83,084
|
|
|
89,191
|
|
|
83,227
|
|
|
89,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table #3
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
Reconciliation of consolidated gross profit to
|
|
|
|
Non-GAAP consolidated gross profit (1)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated gross profit
|
|
$
|
140,847
|
|
|
$
|
120,415
|
|
|
$
|
254,709
|
|
|
$
|
221,866
|
|
|
Impact of acquisitions related amortization (1)
|
|
5,798
|
|
|
5,160
|
|
|
11,263
|
|
|
10,240
|
|
|
Non-GAAP consolidated gross profit
|
|
$
|
146,645
|
|
|
$
|
125,575
|
|
|
$
|
265,972
|
|
|
$
|
232,106
|
|
|
Non-GAAP consolidated gross profit margin
|
|
26.7%
|
|
25.7%
|
|
25.4%
|
|
24.7%
|
|
|
|
|
|
|
|
|
|
|
|
Table #4
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
Reconciliation of consolidated operating income to
|
|
|
|
Non-GAAP consolidated operating income (1)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
$
|
97,181
|
|
|
$
|
79,906
|
|
|
$
|
166,310
|
|
|
$
|
141,138
|
|
|
Impact of acquisitions related amortization (1)
|
|
5,858
|
|
|
5,227
|
|
|
11,384
|
|
|
10,374
|
|
|
Non-GAAP consolidated operating income
|
|
$
|
103,039
|
|
|
$
|
85,133
|
|
|
$
|
177,694
|
|
|
$
|
151,512
|
|
|
Non-GAAP consolidated operating margin
|
|
18.8%
|
|
17.4%
|
|
17.0%
|
|
16.1%
|
|
|
|
|
|
|
|
|
|
|
_________________________________________________
(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.
(2) Amounts may not add due to rounding.
|
|
|
|
|
|
|
VCA Inc.
|
|
Supplemental Operating Data (cont)
|
|
(Unaudited - In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
Table #5
|
|
|
|
|
|
June 30,
2015
|
|
December 31,
2014
|
|
Selected consolidated balance sheet data
|
|
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
Senior term notes
|
|
|
|
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
|
Revolving credit
|
|
|
|
|
|
196,000
|
|
|
135,000
|
|
|
Other debt and capital leases
|
|
|
|
|
|
57,261
|
|
|
59,768
|
|
|
Total debt
|
|
|
|
|
|
$
|
853,261
|
|
|
$
|
794,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
Table #6
|
|
|
|
Selected expense data
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Rent expense
|
|
$
|
18,841
|
|
|
$
|
16,879
|
|
|
$
|
37,621
|
|
|
$
|
33,808
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization included
|
|
|
|
|
|
|
|
|
|
in direct costs:
|
|
|
|
|
|
|
|
|
|
Animal hospital
|
|
$
|
16,381
|
|
|
$
|
14,955
|
|
|
$
|
32,343
|
|
|
$
|
29,529
|
|
|
Laboratory
|
|
2,676
|
|
|
2,543
|
|
|
5,151
|
|
|
5,059
|
|
|
All other
|
|
963
|
|
|
1,671
|
|
|
1,903
|
|
|
3,402
|
|
|
Intercompany
|
|
(530
|
)
|
|
(473
|
)
|
|
(1,053
|
)
|
|
(938
|
)
|
|
|
|
$
|
19,490
|
|
|
$
|
18,696
|
|
|
$
|
38,344
|
|
|
$
|
37,052
|
|
|
Depreciation and amortization included in selling,
|
|
|
|
|
|
|
|
|
|
general and administrative expense
|
|
876
|
|
|
1,334
|
|
|
1,819
|
|
|
2,745
|
|
|
Total depreciation and amortization
|
|
$
|
20,366
|
|
|
$
|
20,030
|
|
|
$
|
40,163
|
|
|
$
|
39,797
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation included in direct costs:
|
|
|
|
|
|
|
|
|
|
Laboratory
|
|
$
|
163
|
|
|
$
|
133
|
|
|
$
|
324
|
|
|
$
|
283
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation included in
|
|
|
|
|
|
|
|
|
|
selling, general and administrative expense:
|
|
|
|
|
|
|
|
|
|
Animal hospital
|
|
673
|
|
|
424
|
|
|
1,337
|
|
|
941
|
|
|
Laboratory
|
|
376
|
|
|
352
|
|
|
742
|
|
|
733
|
|
|
All other
|
|
198
|
|
|
191
|
|
|
400
|
|
|
373
|
|
|
Corporate
|
|
2,727
|
|
|
2,927
|
|
|
5,466
|
|
|
6,241
|
|
|
|
|
3,974
|
|
|
3,894
|
|
|
7,945
|
|
|
8,288
|
|
|
Total share-based compensation
|
|
$
|
4,137
|
|
|
$
|
4,027
|
|
|
$
|
8,269
|
|
|
$
|
8,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTACT:
VCA Inc.
Tomas Fuller
Chief Financial Officer
(310)
571-6505
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