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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
August 1, 1995
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(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Exact name of registrant as specified in its charter)
Delaware 1-11353 13-3757370
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(State or other (Commission (IRS Employer
jurisdiction or File Number) Identification
organization) Number)
358 South Main Street, Burlington, North Carolina 27215
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(Address of principal executive offices)
800-222-7566
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(Registrant's telephone number, including area code)
Item 5. Other Events
On August 1, 1995, the Registrant issued a press release
dated as of such date announcing operating results of the
Registrant for the three and six months period ended June 30,
1995 as well as certain other information. The press release
is attached as an exhibit hereto and the text thereof is
incorporated in its entirety herein by reference.
The Registrant also announced that the annual meeting of
stockholders is scheduled for September 20, 1995 in New York
City. Stockholders of record as of July 24, 1995 will be
entitled to vote at the meeting.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibit
20 - Press release of the Registrant dated August 1,
1995.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Registrant)
By:/s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President,
General Counsel and Secretary
Date: August 2, 1995
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- ---------
20 - Press release of the Registrant dated August 1,
1995.
Contact: Pam Sherry
Laboratory Corporation of America
619-550-0600
LABORATORY CORPORATION OF AMERICATM HOLDINGS
REPORTS SECOND QUARTER RESULTS
Results in Line with Expectations, Operating Synergies Ahead of Plan
Annual Meeting Scheduled for September 20
BURLINGTON, NC, August 1, 1995 - Laboratory Corporation of AmericaTM
Holdings (LabCorpTM) (NYSE:LH) today announced results for the second
quarter and six months ended June 30, 1995. Results for the 1995 periods
reflect the April 28th merger of LabCorp's predecessor companies --
National Health Laboratories Holdings and Roche Biomedical Laboratories --
and therefore, are not directly comparable to prior periods.
Net sales for the quarter ended June 30, 1995 were $367.2 million.
Before a special charge of $75.0 million relating to restructuring and
other provisions, and an extraordinary loss of $8.3 million, net of income
taxes, related to the early extinguishment of debt, the Company reported
operating income for the period of $44.9 million, net income of $15.2
million and earnings per share of $0.14. These results were in line with
the Company's expectations. After the special charge and extraordinary
loss, the Company posted an operating loss of $30.1 million, a loss before
extraordinary loss of $31.6 million and a net loss of $39.9 million.
LabCorp reported a loss per share before extraordinary loss of $0.28 and a
net loss per share of $0.36 for the quarter.
- more -
- 2 -
Net sales for the six month period ended June 30, 1995 were $611.1
million. Operating income for the period was $81.5 million, net income
$28.0 million and earnings per share $0.29 before the special charge and
extraordinary loss. After the special charge and extraordinary loss in the
second quarter, the Company posted operating income of $6.5 million, a loss
before extraordinary loss of $18.8 million and a net loss of $27.1 million.
The loss per share before extraordinary loss was $0.20 and the net loss per
share was $0.28 for the six month period.
The pretax special charge in the second quarter consisted of $65
million in restructuring charges related to the merger with Roche
Biomedical Laboratories and a $10 million provision for settlements related
to various matters including billing disputes.
"Our results were in line with our expectations," said Dr. James B.
Powell, President and Chief Executive Officer. "We have put our
significant restructuring charges behind us and are moving forward to
accomplish the financial goals we have set for LabCorp."
Dr. Powell also said that the Company believes it is ahead of schedule
in terms of realizing operating synergies and may be able to generate more
than the previously estimated $90 million in cost savings over the next two
years. "We remain enthusiastic about the prospects for working with
hospitals and are exploring a number of innovative structures including
joint ventures, affiliations, and management contracts," Dr. Powell
concluded.
LabCorp has signed a full service hospital laboratory management
contract with Nyack Hospital in Nyack, NY, which is expected to generate
approximately $5 million in annual revenues. The Company is in active
discussions with other hospitals for additional contracts of this type.
- more -
- 3 -
As part of its normal business strategy, Dr. Powell said the Company
is continuing to selectively acquire smaller laboratories which extend its
range of services or offer opportunities for achieving economies of scale.
Between April and mid-July the Company completed four acquisitions
representing approximate annual net sales totalling $24 million, for
purchase prices aggregating approximately $28 million. The largest of
these, MedExpress, with annual sales of approximately $22 million, will
significantly expand LabCorp's presence in the forensic drug testing niche.
LabCorp also announced that its annual meeting of stockholders is
scheduled for September 20, 1995 in New York City. Stockholders of record
as of July 24, 1995 will be entitled to vote at the meeting.
Laboratory Corporation of AmericaTM Holdings (LabCorpTM) is a national
clinical laboratory organization with estimated annualized revenues in
excess of $1.7 billion. The Company operates 40 primary testing facilities
nationally, offering more than 1,700 different clinical assays, from
routine blood analysis to more sophisticated technologies. LabCorp
performs diagnostic tests for physicians, managed care organizations,
hospitals, clinics, nursing homes, industrial companies and other clinical
laboratories.
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- Table to Follow -
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
Summarized Financial Information
(Dollars in Millions, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
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Before Special After Special Before Special After Special
Charge and Charge and Charge and Charge and
Extraordinary Extraordinary Extraordinary Extraordinary
Item Item Item Item
1995 1995 1994 1995 1995 1994
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Net sales $ 367.2 $ 367.2 $ 203.9 $ 611.1 $ 611.1 $ 388.9
======= ======= ======= ======= ======= =======
Operating income $ 44.9 ($30.1) $ 30.5 $ 81.5 $ 6.5 $ 49.1
======= ======= ======= ======= ======= =======
Earnings (Loss)
before income
taxes and extra-
ordinary item $ 27.8 ($47.2) $ 24.8 $ 51.2 ($23.8) $ 39.1
Provision for
income taxes (12.6) 15.6 (10.7) (23.2) 5.0 (16.9)
-------- ------- -------- -------- ------- -------
Earnings (Loss)
before extra-
ordinary item 15.2 (31.6) 14.1 28.0 (18.8) 22.2
Extraordinary Item
- Loss on early
extinguishment of
debt, net of
income tax benefit
of $5.2 - (8.3) - - (8.3) -
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Net earnings
(loss) $ 15.2 ($39.9) $ 14.1 $ 28.0 ($27.1) $ 22.2
======= ======= ======= ======= ======= =======
Earnings (Loss) per share *:
Earnings (Loss)
per share
before extra-
ordinary item $ 0.14 ($0.28) $ 0.16 $ 0.29 ($0.20) $ 0.26
Extraordinary
loss - (0.08) - - (0.08) -
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Net earnings (loss)
per share $ 0.14 ($0.36) $ 0.16 $ 0.29 ($0.28) $ 0.26
======= ======= ======= ======== ======== ========
(*) Earnings (Loss) per share are based upon the weighted average number of shares outstanding during
the three and six months ended June 30, 1995 of 111,177,517 shares and 98,045,102 shares, respectively
and the weighted average number of shares outstanding during the three and six months ended June 30,
1994 of 84,751,231 shares and 84,751,763 shares, respectively. The increase in the weighted average
number of shares in 1995 is a result of shares issued in connection with the merger with Roche Biomedical
Laboratories, Inc. on April 28, 1995.