UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-11353
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LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3757370
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
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(Address of principal executive offices) (Zip code)
(336) 229-1127
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
The number of shares outstanding of the issuer's common stock is 124,506,673
shares as of April 17, 1998, of which 61,329,256 shares are held by indirect
wholly owned subsidiaries of Roche Holding Ltd.
The number of warrants outstanding to purchase shares of the issuer's common
stock is 22,151,308 as of April 17, 1998, of which 8,325,000 are held by an
indirect wholly owned subsidiary of Roche Holding Ltd.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
MARCH 31, DECEMBER 31,
1998 1997
-------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 18.7 $ 23.3
Accounts receivable, net 342.2 330.6
Inventories 30.2 36.0
Prepaid expenses and other 18.4 16.9
Deferred income taxes 110.9 112.0
Income taxes receivable 2.5 8.8
-------- --------
Total current assets 522.9 527.6
Property, plant and equipment, net 257.8 254.9
Intangible assets, net 838.4 851.3
Other assets, net 15.5 24.7
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$1,634.6 $1,658.5
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 59.8 $ 55.9
Accrued expenses and other 137.2 140.7
Current portion of long-term debt 11.6 --
-------- --------
Total current liabilities 208.6 196.6
Revolving credit facility 10.0 40.0
Long-term debt, less current portion 632.2 643.8
Capital lease obligation 5.3 5.8
Other liabilities 142.3 142.3
Commitments and contingent liabilities -- --
Mandatorily redeemable preferred stock
(30,000,000 shares authorized):
Series A 8 1/2% Convertible
Exchangeable Preferred Stock, $0.10 par
value, 4,363,202 shares issued and
outstanding at March 31, 1998 and December
31, 1997 (aggregate preference value of
$218.2) 212.7 212.6
Series B 8 1/2% Convertible Pay-in-Kind
Preferred Stock, $0.10 par value, 6,017,712
and 5,892,495 shares issued and outstanding
at March 31, 1998 and December 31, 1997
respectively (aggregate preference value of 294.7 288.3
$300.9)
Shareholders' equity:
Common stock, $0.01 par value; 520,000,000
shares authorized; 124,506,673 and
123,542,614 shares issued and outstanding
at December 31, 1998 and 1997,
respectively 1.2 1.2
Additional paid-in capital 414.4 412.8
Accumulated deficit (286.8) (284.9)
-------- --------
Total shareholders' equity 128.8 129.1
-------- --------
$1,634.6 $1,658.5
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
----------------------
1998 1997
-------- --------
Net sales $ 373.0 $ 391.5
Cost of sales 255.7 277.2
-------- --------
Gross profit 117.3 114.3
Selling, general and
administrative expenses 80.3 78.9
Amortization of intangibles
and other assets 7.6 7.6
-------- --------
Operating income 29.4 27.8
Other income (expenses):
Gain on sale of assets 2.0 --
Investment income 0.3 0.8
Interest expense (12.9) (22.7)
-------- --------
Earnings before income taxes 18.8 5.9
Provision for income taxes 9.5 3.5
-------- --------
Net earnings 9.3 2.4
Less preferred stock dividends (11.0) --
Less accretion of mandatorily redeemable
preferred stock (0.2) --
-------- --------
Net earnings (loss) attributable to
common shareholders $ (1.9) $ 2.4
======== ========
Basic and diluted earnings (loss)
per common share $ (0.01) $ 0.02
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
---------------------
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 9.3 $ 2.4
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Restructuring and non-recurring
charges, net of payments (2.1) (5.7)
Net gain on disposals (2.0) (0.6)
Depreciation and amortization 21.3 21.9
Deferred income taxes, net 1.5 2.0
Change in assets and liabilities,
net of effects of acquisitions:
Increase in accounts receivable, net (13.3) (13.6)
Decrease in inventories 5.6 1.2
Increase in prepaid expenses and
other (1.5) (0.8)
Change in income taxes
receivable/payable, net 6.3 1.2
Increase(decrease)in accounts
payable 3.9 (1.7)
Increase (decrease)in accrued
expenses and other (1.1) 8.8
Other, net -- (5.3)
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Net cash provided by operating activities 27.9 9.8
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (17.1) (3.1)
Proceeds from sale of assets 11.0 0.6
Refund of lease guaranty 8.0 --
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Net cash provided by (used for) for
investing activities 1.9 (2.5)
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(continued)
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
--------------------
1998 1997
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit
facilities $ -- $ 25.0
Payments on revolving credit
facilities (30.0) (12.0)
Payments on long-term debt -- (18.7)
Deferred payments on acquisitions (1.4) (1.4)
Payment of preferred stock dividends (4.6) --
Cash received for issuance of common
stock 1.6 --
Net cash used for financing activities (34.4) (7.1)
Net increase (decrease) in cash
and cash equivalents (4.6) 0.2
Cash and cash equivalents at
beginning of period 23.3 29.3
------ ------
Cash and cash equivalents at
end of period $ 18.7 $ 29.5
====== ======
Supplemental schedule of cash
flow information:
Cash (paid) received during the year
for:
Interest $(10.3) $(19.3)
Income taxes, net of refunds (2.4) 1.8
Disclosure of non-cash financing
and investing activities:
Preferred stock dividends 6.4 --
Accretion of mandatorily redeemable
preferred stock 0.2 --
The accompanying notes are an integral part of these condensed consolidated
financial statements.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
1. BASIS OF FINANCIAL STATEMENT PRESENTATION
The consolidated financial statements include the accounts of
Laboratory Corporation of America Holdings and its wholly owned subsidiaries
(the "Company") after elimination of all material intercompany accounts and
transactions.
The condensed consolidated financial statements are unaudited. In the
opinion of management, all adjustments necessary for a fair presentation of
such financial statements have been included. Adjustments consisted only of
normal recurring items, except the one-time gain on the sale of assets as
discussed in Note 4. Interim results are not necessarily indicative of
results for a full year.
The financial statements and notes are presented in accordance with the
rules and regulations of the Securities and Exchange Commission and do not
contain certain information included in the Company's annual report.
Therefore, the interim statements should be read in conjunction with the
consolidated financial statements and notes thereto contained in the
Company's annual report.
2. EARNINGS PER SHARE
Basic and diluted earnings (loss) per share are based upon the weighted
average number of shares outstanding during the three months ended March 31,
1998 and 1997 of 124,397,655 shares and 122,935,080 shares, respectively.
The effect of conversion of the Company's redeemable preferred stock,
or exercise of the Company's stock options or warrants was not included in
the computation of diluted earnings per common share as it would have been
anti-dilutive for all applicable periods presented.
3. RESTRUCTURING CHARGES
The following represents the Company's restructuring activities for the
period indicated:
Asset Lease and
Severance revaluations other facility
costs and write-offs obligations Total
--------- -------------- -------------- ------
Balance at
December 31, 1997 3.7 4.0 30.9 38.6
Cash payments (0.8) (0.3) (1.0) (2.1)
------ ------ ------ ------
Balance at
March 31, 1998 $ 2.9 $ 3.7 $ 29.9 $ 36.5
====== ====== ====== ======
Current $ 19.7
Non-current 16.8
------
$ 36.5
======
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
4. SALE OF ASSETS
During March, the Company sold certain assets of its veterinary testing
business to Antech Diagnostics, a subsidiary of Veterinary Centers of
America, Inc. Under the agreement, which became effective March 1, 1998,
the Company will retain the animal studies portion of the business for
clinical trials testing, one of its targeted niche businesses.
5. INTEREST RATE SWAP
The Company entered into an interest rate swap on January 12, 1998.
The notional amount of the swap is $350.0 through January 16, 2001 and
reduced to $200.0 from that date through January 13, 2003, the termination
date of the agreement. The fixed rate the Company will pay for this swap
agreement is 5.70%. This transaction resulted from the early termination of
an existing swap agreement. The same notional amount was rolled into this
agreement while extending the term an additional 4.5 years. The above swap,
coupled with the existing agreements have effectively changed the interest
rate exposure on $600.0 million of floating rate debt to a weighted average
fixed interest rate of 6.77%. The notional amounts of the agreements are
used to measure interest to be paid or received and do not represent the
amount of exposure to credit loss.
6. NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." Both Statements are
effective for fiscal years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income and
its components in financial statements. SFAS No. 131 establishes standards
for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. SFAS No. 131 requires
presentation of segment information under the "management approach," which
aligns segments disclosure with the way that management organizes the
segments within the enterprise for making operational decisions and
assessing performance.
In February 1998, the Financial Accounting Standards Board issued SFAS
No. 132, "Employers' Disclosures About Pensions and Other Postretirement
Benefits." This Statement is effective for fiscal years beginning after
December 15, 1997. The objective of SFAS No. 132 is to provide financial
statement users with more comparable, understandable and concise information
concerning the employer's obligations to fund
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN MILLIONS)
retirement plans and provide postretirement benefits. The Statement only
applies to disclosures and does not address the measurement of the
employer's obligation.
The Company has no elements of other comprehensive income, as defined
in SFAS No. 130, for the three month periods ended March 31, 1998 and 1997.
Management has not yet completed its assessment of how the other standards
listed above will impact existing disclosures. The Company will adopt these
standards in 1998 as required.
OVERVIEW
This quarterly report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In
addition, from time to time, the Company or its representatives have made or
may make forward-looking statements, orally or in writing. Such forward-
looking statements may be included in, but are not limited to, various
filings made by the Company with the Securities and Exchange Commission,
press releases or oral statements made by or with the approval of an
authorized executive officer of the Company. Actual results could differ
materially from those projected or suggested in any forward-looking
statements as a result of a wide variety of factors and conditions, which
have been described in the section of the Company's Annual Report on Form 10-
K for the year ended December 31, 1997, entitled, "Cautionary Statement for
Purposes of the `Safe Harbor' Provisions of the Private Securities
Litigation Reform Act of 1995" and other documents the Company files from
time to time with the Securities and Exchange Commission including the
Company's quarterly reports on Form 10-Q and current reports on Form 8-K,
and shareholders are specifically referred to these documents with regard to
factors and conditions that may affect future results.
RESULTS OF OPERATIONS
Three Months ended March 31, 1998 compared with Three Months ended March 31,
1997.
Net sales for the three months ended March 31, 1998 were $373.0, a
decrease of approximately 4.7% from $391.5 reported in the comparable 1997
period. The sales decline was a result of lower testing volume,
attributable to the Company's program of selectively eliminating
unprofitable accounts and carefully evaluating the acceptability of new
business, as well as changes in physicians ordering patterns caused by new
government and private reimbursement policies, and hospitals aggressively
competing in the outpatient testing market. The Company's price per
accession remained stable in comparison to the corresponding 1997 quarter.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN MILLIONS)
Cost of sales, which includes primarily laboratory and distribution
costs, was $255.7 for the three months ended March 31, 1998 compared to
$277.2 in the corresponding 1997 period, a decrease of $21.5. Cost of sales
decreased approximately $8.3 due to the decrease in volume, approximately
$11.7 due to a decrease in salaries and benefits and approximately $1.5
primarily relating to testing supplies, maintenance, outside reference
testing, rental and miscellaneous expense categories as a result of the
Company's cost reduction programs. Cost of sales as a percentage of net
sales was 68.6% for the three months ended March 31, 1998 and 70.8% in the
corresponding 1997 period. The decrease in the cost of sales percentage of
net sales primarily resulted from the cost reduction efforts mentioned
above.
Selling, general and administrative expenses increased to $80.3 for the
three months ended March 31, 1998 from $78.9 in the same period in 1997.
The primary reason for the increase in these expenses is due to additional
costs, primarily salaries, consulting fees incurred to address billing
issues, selling and other marketing related expenses. Total bad debt
expense decreased approximately $0.5, or 0.1% of net sales, from the
comparable 1997 period. The decrease is primarily a result of the
improvement in the Company's cash collection rates. See "Liquidity and
Capital Resources." As a percentage of net sales, selling, general and
administrative expenses were 21.5% and 20.2% for the three months ended
March 31, 1998 and 1997, respectively. The increase in the selling, general
and administrative percentage primarily resulted from the factors noted
above.
The amortization of intangibles and other assets was $7.6 for the three
months ended March 31, 1998 and 1997.
Net interest expense was $12.9 for the three months ended March 31,
1998 compared with $22.7 for the same period in 1997. The change resulted
primarily from decreased borrowings resulting from the Company's
recapitalization in June, 1997 and payments made to reduce the Company's
revolving credit facility.
The provision for income taxes as a percentage of earnings before taxes
was 50.5% for the three months ended March 31, 1998 compared to 59.3% for
the three months ended March 31, 1997. The Company's effective tax rate is
significantly impacted by non-deductible amortization of intangible assets.
As earnings before income taxes increases, this non-deductible amortization
decreases in proportion to such earnings resulting in a decrease in the
effective tax rate.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN MILLIONS)
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $27.9 and $9.8 for the
three months ended March 31, 1998 and March 31, 1997, respectively. The
increase in cash flow from operations primarily resulted from improved
earnings, decline in restructuring payments, a decrease in inventories,
collection of income tax refunds and an increase in accounts payable.
Capital expenditures were $17.1 and $3.1 for the first three months of 1998
and 1997, respectively. The Company expects capital expenditures to be
approximately $70.0 in 1998 to further automate laboratory processes to
improve efficiency. Such expenditures are expected to be funded by cash flow
from operations as well as borrowings under the Company's credit facilities.
The Company received approximately $11.0 in proceeds from the sale of assets
and an additional $8.0 refund of a lease guaranty.
During 1996 and 1997, the Company experienced a deterioration in the
timeliness of cash collections and a corresponding increase in accounts
receivable. The primary causes of this situation were the increased medical
necessity and related diagnosis code requirements from third-party payors
and the complexities in the billing process (data capture) arising from
changing requirements of private insurance companies (managed care). The
Company believes it has stabilized collection rates and improved the
collection of accounts receivable. In the first quarter of 1998, the
Company's days sales outstanding remained stable in comparison to the fourth
quarter of 1997. Although the Company continues to work towards reducing
the overall number of days sales outstanding, additional changes in
requirements of third-party payors could increase the difficulty in
collections. There can be no assurance of the success of the Company's
plans to improve collections and, due to changes in medical necessity
requirements, the Company expects accounts receivable balances to continue
to exceed 1995 levels.
For a discussion of legal proceedings which may impact the Company's
liquidity and capital resources see "Part II - Other Information -- Item 1:
Legal Proceedings."
Cash and cash equivalents on hand, cash flows from operations and
additional borrowing capabilities under the Amended Revolving Credit
Facility are expected to be sufficient to meet anticipated operating
requirements and provide funds for capital expenditures and working capital
for the foreseeable future.
REGULATION AND REIMBURSEMENT
On April 1, 1997, the Health Care Financing Administration's (HCFA)
new Automated Chemistry Profile Rules went into effect. The policy, which
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN MILLIONS)
was developed by HCFA working with the American Medical Association,
eliminates the old commonly used "19-22 test" automated chemistry
profile, sometimes referred to as a "SMAC" and replaces it with four new
panels of "clinically relevant" automated tests (each containing from 4 to
12 chemistry tests). The Company believes that it has taken all steps
necessary to be in compliance with the new HCFA requirements.
In addition, all major laboratory companies, including the Company,
will be required to eliminate the old chemistry profiles from their standard
test requisition forms and standard test offerings by July 1, 1998. The
Company has developed a new "Universal" test requisition which incorporates
all required changes which will be available at all locations on or before
July 1, 1998.
These new rules are intended to reduce the number of non-Medicare
covered "screening tests" which Medicare believes have in the past been
inappropriately billed to Medicare. Due to the variety of new rules
(including limited coverage rules) which have been adopted recently to
address this issue, the Company does not believe a meaningful estimate of
the potential financial impact of this new rule can be made at this time.
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in litigation which purports to be a
class action brought on behalf of certain patients, private
insurers and benefit plans that paid for laboratory testing
services during the time frame covered by the 1996 Government
Settlement. The Company has also received certain similar claims
brought on behalf of certain other insurance companies, some of
which have been resolved for immaterial amounts. These claims for
private reimbursement are similar to the government claims settled
in 1996. However, no amount of damages has been specified at this
time and, with the exception of the above, no settlement
discussions have taken place. The Company is carefully evaluating
these claims, however, due to the early stage of the claims, the
ultimate outcome of these claims cannot presently be predicted.
The Company is also involved in certain claims and legal
actions arising in the ordinary course of business. These matters
include, but are not limited to, inquiries from governmental
agencies and Medicare or Medicaid carriers requesting comment on
allegations of billing irregularities that are brought to their
attention through billing audits or third parties. In the opinion
of management, based upon the advice of counsel and consideration
of all facts available at this time, the ultimate disposition of
these matters will not have a material adverse effect on the
financial position, results of operations or liquidity of the
Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule (electronically
filed version only).
(b) Reports on Form 8-K
(1) A current report on Form 8-K dated March 3, 1998 was
filed on March 9, 1998, by the registrant, in connection
with the press release dated March 3, 1998 announcing
operating results of the Company for the three and
twelve month periods ended December 31, 1997 as well as
certain other information.
(2) A current report on Form 8-K dated March 5, 1998 was
filed on March 10, 1998, by the registrant, in
connection with the press release dated March 5, 1998
announcing that it has sold certain assets of its
veterinary testing business to Antech Diagnostics a
subsidiary of Veterinary Centers of America, Inc.
(3) A current report on Form 8-K dated April 22, 1998 was
filed on May 7, 1998, by the registrant, in connection
with the press release dated April 22, 1998 announcing
that it has entered into a definitive agreement with
Medlab, Inc. (Medlab) to acquire certain of the assets
of Medlab.
(4) A current report on Form 8-K dated April 23, 1998 was
filed on May 7, 1998, by the registrant, in connection
with the press release dated April 23, 1998 announcing
the appointment of Myla Lai-Goldman, M.D. to the newly-
created position of Executive Vice President, Chief
Scientific Officer and Medical Director of LabCorp.
(5) A current report on Form 8-K dated April 28, 1998 was
filed on May 7, 1998, by the registrant, in connection
with the press release dated April 28, 1998 announcing
an exclusive partnership with VIRCO, a Belgian-based
biotechnology company, to offer blood analysis tests
that will tell doctors and their HIV+ patients which
drugs are likely to be effective against the individual
patient's virus and which are not.
(6) A current report on Form 8-K dated April 30, 1998 was
filed on May 7, 1998, by the registrant, in connection
with the press release dated April 30, 1998 announcing
operating results of the Company for the quarter ended
March 31, 1998, as well as certain other information.
S I G N A T U R E S
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 thereunto duly authorized.
LABORATORY CORPORATION OF AMERICA HOLDINGS
Registrant
By:/s/ THOMAS P. MAC MAHON
-------------------------------------
Thomas P. Mac Mahon
Chairman, President and Chief
Executive Officer
By:/s/ WESLEY R. ELINGBURG
------------------------------------
Wesley R. Elingburg
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
Date: May 14, 1998
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