WOOF Petco Health and Wellness Company Inc

• Revenue increased 19.1% to a second quarter record of $653.5 million
• Gross profit increased 16.4% to $163.9 million
• Operating income increased 19.4% to $116.0 million
• Diluted earnings per common share increased 20.0% to $0.78
• Non-GAAP diluted earnings per common share increased 24.3% to $0.87

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, 2016, as follows: revenue increased 19.1% to a second quarter record of $653.5 million; gross profit increased 16.4% to $163.9 million; operating income increased 19.4% to $116.0 million; net income increased 18.0% to $64.0 million; and diluted earnings per common share increased 20.0% to $0.78.

Excluding acquisition-related amortization expense, transaction expenses related to the acquisition of Companion Animal Practices, North America (“CAPNA”) and debt retirement costs detailed in this press release, Non-GAAP operating income increased 22.3% to $126.1 million; Non-GAAP net income for the quarter increased 22.3% to $70.8 million; and Non-GAAP diluted earnings per common share for the quarter increased 24.3% to $0.87.

We also reported our financial results for the six months ended June 30, 2016 as follows: revenue increased 16.1% to $1.2 billion; gross profit increased 18.1% to $300.7 million; operating income increased 21.5% to $202.1 million; net income increased 19.1% to $110.3 million; and diluted earnings per common share increased 21.6% to $1.35. Excluding acquisition-related amortization expense, transaction expenses related to the acquisition of CAPNA, other discrete items and debt retirement costs detailed in this press release, our financial results for the six months ended June 30, 2016, on a Non-GAAP basis, are as follows: gross profit increased 18.9% to $316.1 million; operating income increased 24.5% to $221.3 million; net income increased 25.1% to $124.5 million; and Non-GAAP diluted earnings per common share increased 27.5% to $1.53.

Bob Antin, Chairman and CEO, stated, "We had an outstanding quarter highlighted by the acquisition and integration of CAPNA, and 24.3% growth in our adjusted diluted earnings per common share. We have continued to experience strong organic revenue growth and gross margins in both our core Animal Hospital and Laboratory businesses. Given our results relative to our expectations and our future acquisition pipeline, we are extremely optimistic with respect to our results for the full year ended December 31, 2016.

"Animal Hospital revenue in the second quarter increased 24.1%, to $540.4 million, driven by acquisitions made during the past 12 months and same-store revenue growth of 6.3%. Our same-store gross profit margin increased to 18.3%, from 17.0% in the prior-year quarter and our total gross margin increased to 17.5%, from 16.9% in the prior-year quarter. Excluding acquisition-related amortization expense, our Non-GAAP same-store gross profit margin increased to 19.1% from 18.1%; and Non-GAAP Animal Hospital total gross profit margin increased to 19.0% from 17.9% in the prior year quarter. During the 2016 second quarter, we acquired CAPNA with 56 hospitals which had historical combined annual revenue of $178.3 million; and 13 independent animal hospitals which had historical combined annual revenue of $23.8 million.

"Our Laboratory internal revenue increased 5.5% to $112.1 million from $106.2 million; laboratory gross profit margin increased 60 basis points to 54.0%, from 53.4%; and our operating margin increased 100 basis points to 45.4%, from 44.4% in the prior-year quarter. Excluding acquisition-related amortization expense, Non-GAAP Laboratory gross profit increased to 54.4% from 53.8%; and Non-GAAP Laboratory operating margin increased to 45.8% from 44.8% in the prior year quarter."

2016 Guidance

We are revising our previously provided guidance to include our expected impact from the CAPNA acquisition as follows:

• Revenue from $2.52 billion to $2.54 billion;
• Net income from $210 million to $218 million;
• Diluted earnings per common share from $2.57 to $2.67; and
• Non-GAAP diluted earnings per common share from $2.87 to $2.97.

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 2016 financial results during a conference call today, July 27th, 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 (888) 311-3471 (domestic) or (503) 406-4063 (international) and refer to conference ID 34372463. Interested parties should call at least five minutes prior to the start of the call to register. Replay of the webcast will be available for one year 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 2016 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; a material adverse change in the financial condition or operations of the company; the ability to successfully integrate CAPNA into VCA and achieve expected operating synergies following the acquisition; 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. We also supply diagnostic imaging equipment to the veterinary industry.

  VCA Inc. Condensed, Consolidated Income Statements (Unaudited)

(In thousands, except per share amounts)

        Three Months EndedJune 30, Six Months EndedJune 30, 2016     2015 2016     2015 Revenue: Animal hospital $ 540,376 $ 435,376 $ 998,999 $ 828,402 Laboratory 112,060 106,222 218,787 200,194 All other 23,397 28,669 42,810 62,896 Intercompany (22,344 ) (21,482 ) (43,668 ) (43,254 ) 653,489   548,785   1,216,928   1,048,238     Direct costs 489,541 407,938 916,200 793,529   Gross profit: Animal hospital 94,679 73,385 168,096 128,869 Laboratory 60,547 56,703 117,263 104,685 All other 8,917 11,389 15,827 22,813 Intercompany (195 ) (630 ) (458 ) (1,658 ) 163,948   140,847   300,728   254,709     Selling, general and administrative expense: Animal hospital 14,277 10,453 26,362 21,674 Laboratory 9,702 9,487 19,998 18,352 All other 6,022 7,741 11,321 16,428 Corporate 18,189   16,804   40,637   32,429   48,190 44,485 98,318 88,883   Net (gain) loss on sale or disposal of assets (271 ) (819 ) 292   (484 ) Operating income 116,029 97,181 202,118 166,310 Interest expense, net 7,867 5,104 14,962 9,941 Debt retirement costs 1,600 — 1,600 — Other (income) expense (600 ) (37 ) (864 ) 29   Income before provision for income taxes 107,162 92,114 186,420 156,340 Provision for income taxes 40,736   36,191   72,272   60,864   Net income 66,426 55,923 114,148 95,476 Net income attributable to noncontrolling interests 2,376   1,624   3,871   2,876   Net income attributable to VCA Inc. $ 64,050   $ 54,299   $ 110,277   $ 92,600     Diluted earnings per share $ 0.78   $ 0.65   $ 1.35   $ 1.11     Weighted-average shares outstanding for diluted earnings per share 81,729   83,084   81,630   83,227     VCA Inc. Condensed, Consolidated Balance Sheets (Unaudited)

(In thousands)

        June 30, 2016 December 31, 2015 Assets Current assets: Cash and cash equivalents $ 109,684 $ 98,888 Trade accounts receivable, net 83,157 76,634 Inventory 61,829 51,523 Prepaid expenses and other 36,221 30,521 Prepaid income taxes 1,153   24,598   Total current assets 292,044 282,164 Property and equipment, net 564,034 507,753 Other assets: Goodwill 1,963,377 1,517,650 Other intangible assets, net 257,648 97,377 Notes receivable 2,173 2,194 Other 99,851   93,994   Total assets $ 3,179,127   $ 2,501,132   Liabilities and Equity Current liabilities: Current portion of long-term debt $ 25,980 $ 33,623 Accounts payable 53,177 52,337 Accrued payroll and related liabilities 80,817 75,519 Other accrued liabilities 81,907   70,828   Total current liabilities 241,881 232,307 Long-term debt, net 1,279,453 832,718 Deferred income taxes 130,209 131,478 Other liabilities 39,236   36,084   Total liabilities 1,690,779 1,232,587 Redeemable noncontrolling interests 12,053 11,511 VCA Inc. stockholders’ equity: Common stock 81 81 Additional paid-in capital 28,696 19,708 Retained earnings 1,385,484 1,275,207 Accumulated other comprehensive loss (37,827 ) (50,034 ) Total VCA Inc. stockholders’ equity 1,376,434 1,244,962 Noncontrolling interests 99,861   12,072   Total equity 1,476,295   1,257,034   Total liabilities and equity $ 3,179,127   $ 2,501,132     VCA Inc. Condensed, Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

    Six Months EndedJune 30, 2016     2015 Cash flows from operating activities: Net income $ 114,148 $ 95,476 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 46,978 40,163 Amortization of debt issue costs 865 870 Provision for uncollectible accounts 2,891 3,379 Debt retirement costs 1,600 — Net loss (gain) on sale or disposal of assets 292 (484 ) Share-based compensation 9,104 8,269 Excess tax benefit from share-based compensation (1,421 ) (4,729 ) Other 6,665 (658 ) Changes in operating assets and liabilities: Trade accounts receivable (7,065 ) (24,217 ) Inventory, prepaid expense and other assets (15,607 ) (8,942 ) Accounts payable and other accrued liabilities 5,889 (4,196 ) Accrued payroll and related liabilities 2,817 8,300 Income taxes 23,557   16,525   Net cash provided by operating activities 190,713   129,756   Cash flows from investing activities: Business acquisitions, net of cash acquired (540,878 ) (66,529 ) Property and equipment additions (58,814 ) (34,521 ) Proceeds from sale of assets 282 6,164 Other (4,924 ) 205   Net cash used in investing activities (604,334 ) (94,681 ) Cash flows from financing activities: Repayment of long-term debt (1,256,250 ) (7,924 ) Proceeds from issuance of long-term debt 1,255,000 — Proceeds from revolving credit facility 435,000 61,000 Payment of financing costs (3,829 ) — Distributions to noncontrolling interest partners (2,554 ) (2,447 ) Purchase of noncontrolling interests (3,730 ) (1,493 ) Proceeds from issuance of common stock under stock option plans 1,122 679 Excess tax benefit from share-based compensation 1,421 4,729 Repurchase of common stock (843 ) (96,674 ) Other (1,233 ) (80 ) Net cash provided (used) in financing activities 424,104   (42,210 ) Effect of currency exchange rate changes on cash and cash equivalents 313   78   Increase (decrease) in cash and cash equivalents 10,796 (7,057 ) Cash and cash equivalents at beginning of period 98,888   81,383   Cash and cash equivalents at end of period $ 109,684   $ 74,326     VCA Inc. Supplemental Operating Data

(Unaudited - In thousands, except per share amounts)

                Table #1 Reconciliation of net income attributable to Three Months EndedJune 30, Six Months EndedJune 30, VCA Inc., to Non-GAAP net income attributable to VCA Inc. (1) 2016 2015 2016 2015   Net income attributable to VCA Inc. $ 64,050 $ 54,299 $ 110,277 $ 92,600 Adjustments to Other Long-term liabilities, net of tax (2) — — 2,040 — Discrete tax items (3) — — 1,045 — Transaction costs related to the CAPNA acquisition, net of tax (4) 141 — 728 —

Debt retirement costs, net of tax (5)

974 — 974 — Acquisitions related amortization, net of tax (1) 5,628   3,565   9,419   6,928   Non-GAAP net income attributable to VCA Inc. $ 70,793   $ 57,864   $ 124,483   $ 99,528   Table #2 Three Months EndedJune 30, Six Months EndedJune 30, Reconciliation of diluted earnings per share to Non-GAAP diluted earnings per share (1) 2016 2015 2016 2015   Diluted earnings per share $ 0.78 $ 0.65 $ 1.35 $ 1.11 Adjustments to Other Long-term liabilities, net of tax (2) — — 0.02 — Discrete tax items (3) — — 0.01 — Transaction costs related to the CAPNA acquisition, net of tax (4) — — 0.01 — Debt retirement costs, net of tax (5) 0.01 — 0.01 — Acquisitions related amortization, net of tax (1) 0.07   0.04   0.12   0.08 Non-GAAP diluted earnings per share (6) $ 0.87   $ 0.70   $ 1.53   $ 1.20   Shares used for computing diluted earnings per share 81,729   83,084   81,630   83,227   Table #3 Three Months EndedJune 30, Six Months EndedJune 30, Reconciliation of consolidated gross profit to Non-GAAP consolidated gross profit (1) 2016 2015 2016 2015   Consolidated gross profit $ 163,948 $ 140,847 $ 300,728 $ 254,709 Acquisitions related amortization (1) 9,187   5,798   15,415   11,263 Non-GAAP consolidated gross profit $ 173,135   $ 146,645   $ 316,143   $ 265,972 Non-GAAP consolidated gross profit margin 26.5% 26.7% 26.0% 25.4%   Table #4 Three Months EndedJune 30, Six Months EndedJune 30, Reconciliation of consolidated operating income to Non-GAAP consolidated operating income (1) 2016 2015 2016 2015   Consolidated operating income $ 116,029 $ 97,181 $ 202,118 $ 166,310 Adjustments to Other Long-term liabilities (2) — — 1,954 — Transaction costs related to the CAPNA acquisition (4) 231 — 1,197 — Acquisitions related amortization (1) 9,799   5,858   16,027   11,384 Non-GAAP consolidated operating income $ 126,059   $ 103,039   $ 221,296   $ 177,694 Non-GAAP consolidated operating margin 19.3% 18.8% 18.2% 17.0%

_________________________________________________

(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) In the first quarter of 2016, we recorded a non-cash charge to adjust certain long-term liabilities for $3.4 million, or $2.0 million net of tax. $2.0 million of this amount relates to compensation and $1.4 million relates to interest accretion.   (3) In the first quarter of 2016, we recorded a tax adjustment to our income tax liabilities for $1.0 million.   (4) As of the end of the second quarter, we have recorded transaction costs of $1.2 million or $728,000 net of tax related to our acquisition of CAPNA.   (5) We incurred debt retirement costs of $1.6 million, or $974,000 net of tax, in connection with our new credit facility, entered into on June 29, 2016.   (6) Amounts may not foot due to rounding.   VCA Inc. Supplemental Operating Data (cont)

(Unaudited - In thousands, except per share amounts)

        As of Table #5     June 30, 2016     December 31, 2015 Selected consolidated balance sheet data Debt: Senior term notes $ 880,000 $ 585,000 Revolving credit 375,000 232,000 Other debt and capital leases 57,919   55,474  

Total debt

$ 1,312,919   $ 872,474     Three Months EndedJune 30, Six Months EndedJune 30, Table #6 Selected expense data 2016 2015 2016 2015   Rent expense $ 23,449   $ 18,841   $ 44,313   $ 37,621    

Depreciation and amortization included in direct costs:

Animal hospital $ 21,190 $ 16,381 $ 38,714 $ 32,343 Laboratory 2,803 2,676 5,551 5,151 All other 767 963 1,519 1,903 Intercompany (597 ) (530 ) (1,183 ) (1,053 ) $ 24,163 $ 19,490 $ 44,601 $ 38,344

Depreciation and amortization included in selling, general and administrative expense

1,526   876   2,377   1,819   Total depreciation and amortization $ 25,689   $ 20,366   $ 46,978   $ 40,163     Share-based compensation included in direct costs: Laboratory $ 181 $ 163 $ 358 $ 324  

Share-based compensation included in selling, general and administrative expense:

Animal hospital 724 673 1,508 1,337 Laboratory 407 376 836 742 All other 147 198 300 400 Corporate 2,739   2,727   6,102   5,466   4,017   3,974   8,746   7,945   Total share-based compensation $ 4,198   $ 4,137   $ 9,104   $ 8,269    

Source: VCA Inc.

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VCA Inc.Tomas Fuller, 310-571-6505Chief Financial Officer