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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 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 ____________________
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 (I.R.S. 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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
- ----------------------------- ------------------------------------
Common Stock, $0.01 par value New York Stock Exchange
Common Stock Purchase Warrants Currently not listed
Preferred Stock,$.10 par value-Series A New York Stock Exchange
Preferred Stock $.10 par value-Series B New York Stock Exchange
Securities registered pursuant to Section 12(g)of the Act: None
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X
----
State the aggregate market value of the voting stock held by
non-affiliates of the registrant, by reference to the price at which the
stock was sold as of a specified date within 60 days prior to the date of
filing: $117,669,240 at February 28, 1999.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date: 126,250,216
shares at February 28, 1999, of which 61,329,256 shares are held by
indirect wholly owned subsidiaries of Roche Holdings Ltd. The number of
warrants outstanding to purchase shares of the issuer's common stock is
22,151,308 as of February 28, 1999, of which 8,325,000 are held by an
indirect wholly owned subsidiary of Roche Holdings Ltd.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Laboratory Corporation of America Holdings (the "Company"),
headquartered in Burlington, North Carolina, is the largest
independent clinical laboratory company in the United States based
on 1998 net revenues. Through a national network of laboratories,
the Company offers more than 2,000 different clinical laboratory
tests which are used by the medical profession in routine testing,
patient diagnosis, and in the monitoring and treatment of disease.
Since its founding in 1971, the Company has grown into a network of
25 major laboratories and approximately 1,500 service sites
consisting of branches, patient service centers and STAT
laboratories, serving clients in 50 states.
The Company was formerly known as National Health Laboratories
Holdings, Inc. ("NHL"). In conjunction with a merger ("Merger") in
1995 with Roche Biomedical Laboratories, Inc. ("RBL"), an indirect
subsidiary of Roche Holdings, Inc. ("Roche"), the Company changed
its name to Laboratory Corporation of America Holdings.
RECENT DEVELOPMENTS
See "General" section of "Management's Discussion and Analysis
of Financial Condition and Results of Operations".
THE CLINICAL LABORATORY TESTING INDUSTRY
Laboratory tests and procedures are used generally by
hospitals, physicians and other health care providers and commercial
clients to assist in the diagnosis, evaluation, detection,
monitoring and treatment of diseases and other medical conditions
through the examination of substances in the blood, tissues and
other specimens. Clinical laboratory testing is generally
categorized as either clinical testing, which is performed on body
fluids including blood and urine, or anatomical pathology testing,
which is performed on tissue and other samples, including human
cells. Clinical and anatomical pathology procedures are frequently
ordered as part of regular physician office visits and hospital
admissions in connection with the diagnosis and treatment of
illnesses. Certain of these tests and procedures are used
principally as tools in the diagnosis and treatment of a wide
variety of medical conditions such as cancer, AIDS, endocrine
disorders, cardiac disorders and genetic disease. The most
frequently requested tests include blood chemistry analyses,
urinalyses, blood cell counts, PAP smears, AIDS tests, microbiology
cultures and procedures and alcohol and other substance-abuse tests.
The clinical laboratory industry consists primarily of three
types of providers: hospital-based laboratories, physician-office
laboratories and independent clinical laboratories, such as those
owned by the Company.
The Company believes that in 1998 approximately 48% of the
clinical testing revenues in the United States were derived by
hospital-based laboratories, approximately 13% were derived by
physicians in their offices and laboratories and approximately 39%
were derived by independent clinical laboratories. The Health Care
Financing Administration ("HCFA") of the Department of Health and
Human Services ("HHS") has estimated that in 1998 there were over
5,000 independent clinical laboratories in the United States.
EFFECT OF MARKET CHANGES ON THE CLINICAL LABORATORY BUSINESS
Many market-based changes in the clinical laboratory business
have occurred over the past three to five years, most involving the
shift away from traditional, fee-for-service medicine to managed-
cost health care. The growth of the managed care sector presents
various challenges to the Company and other independent clinical
laboratories. Managed care organizations typically contract with a
limited number of clinical laboratories and negotiate discounts to
the fees charged by such laboratories in an effort to control costs.
Such discounts have resulted in price erosion and have negatively
impacted the Company's operating margins. In addition, managed care
organizations have used capitated payment contracts in an attempt to
fix the cost of laboratory testing services for their enrollees.
Under a capitated payment contract, the clinical laboratory and the
managed care organization agree to a per member, per month payment
to cover all laboratory tests during the month, regardless of the
number or cost of the tests actually performed. Such contracts also
shift the risks of additional testing beyond that covered by the
capitated payment to the clinical laboratory. For the year ended
December 31, 1998 such contracts accounted for approximately $90.0
million in net sales. The increase in managed care and insurance
companies attempts to control utilization of medical services overall
has also resulted in declines in the utilization of laboratory testing
services.
In addition, Medicare (which principally services patients 65
and older), Medicaid (which principally serves indigent patients)
and insurers have increased their effort to control the cost,
utilization and delivery of health care services. Measures to
regulate health care delivery in general and clinical laboratories
in particular have resulted in reduced prices, added costs and
decreased test utilization for the clinical laboratory industry by
increasing complexity and adding new regulatory and administrative
requirements. From time to time, Congress has also considered
changes to the Medicare fee schedules in conjunction with certain
budgetary bills. The Company believes that reductions in
reimbursement for Medicare services will continue to be implemented
from time to time. Reductions in the reimbursement rates of other
third-party payors are likely to occur as well.
The Company believes that the volume of clinical laboratory
testing will be positively influenced by several factors, including
primarily: an expanded base of scientific knowledge which has led
to the development of more sophisticated specialized tests and
increased the awareness of physicians of the value of clinical
laboratory testing as a cost-effective means of prevention, early
detection of disease and monitoring of treatment. Additional
factors which may lead to future volume growth include: an increase
in the number and types of tests which are, due to advances in
technology and increased cost efficiencies, readily available on a
more affordable basis to physicians; expanded substance-abuse
testing by corporations and governmental agencies; increased testing
for sexually transmitted diseases such as AIDS; and the general
aging of the population in the United States. The impact of these
factors is expected to be partially offset by declines in volume as
a result of increased controls over the utilization of laboratory
services by Medicare and other third-party payors, particularly
managed care organizations.
LABORATORY TESTING OPERATIONS AND SERVICES
The Company has 25 major laboratories, and approximately 1,500
service sites consisting of branches, patient service centers and
STAT laboratories. A "branch" is a central office which collects
specimens in a region for shipment to one of the Company's
laboratories for testing. Test results can be printed at a branch
and conveniently delivered to the client. A branch also is used as
a base for sales staff. A "patient service center" generally is a
facility maintained by the Company to serve the physicians in a
medical professional building or other strategic location. The
patient service center collects the specimens as requested by the
physician. The specimens are sent, principally through the
Company's in-house courier system (and, to a lesser extent, through
independent couriers), to one of the Company's major laboratories
for testing. Some of the Company's patient service centers also
function as "STAT labs", which are laboratories that have the
ability to perform certain routine tests quickly and report results
to the physician immediately. The Company processed an average of
approximately 234,000 patient specimens per day in 1998. Patient
specimens are delivered to the Company accompanied by a test request
form. These forms, which are completed by the client, indicate the
tests to be performed and provide the necessary billing information.
Each specimen and related request form is checked for
completeness and then given a unique identification number. The
unique identification number assigned to each specimen helps to
assure that the results are attributed to the correct patient. The
test request forms are sent to a data entry terminal where a file is
established for each patient and the necessary testing and billing
information is entered. Once this information is entered into the
computer system, the tests are performed and the results are entered
primarily through computer interface or manually, depending upon the
tests and the type of equipment involved. Most of the Company's
computerized testing equipment is directly linked with the Company's
information systems. Most routine testing is completed by early the
next morning, and test results are printed and prepared for
distribution by service representatives that day. Some clients have
local printer capability and have reports printed out directly in
their offices. Clients who request that they be called with a
result are so notified in the morning. It is Company policy to
notify the client immediately if a life-threatening result is found
at any point during the course of the testing process.
TESTING SERVICES
Routine Testing
The Company currently offers over 2,000 different clinical
laboratory tests or procedures. Several hundred of these are
frequently used in general patient care by physicians to establish
or support a diagnosis, to monitor treatment or medication or to
search for an otherwise undiagnosed condition. The most frequently
requested routine tests include blood chemistry analyses,
urinalyses, blood cell counts, pap smears and AIDS tests. These
routine procedures are most often used by practicing physicians in
their outpatient office practices. Physicians may elect to send such
procedures to an independent laboratory or they may choose to
establish an in-house laboratory to perform some of the tests.
The Company performs this core group of routine tests in each
of its 25 major regional laboratories, which constitutes a majority
of the testing performed by the Company. The Company generally
performs and reports most routine procedures within 24 hours,
utilizing a variety of sophisticated and computerized laboratory
testing instruments.
Specialty and Niche Testing
While the information provided by many routine tests may be
used by nearly all physicians, regardless of specialty, many other
procedures are more specialized in nature. Certain types of unique
testing capabilities and/or client requirements have been developed
into specialty or niche businesses by the Company which have become
a primary growth strategy for the Company. In general, the
specialty and niche businesses are designed to serve two market
segments: (i) markets which are not served by the routine clinical
testing laboratory and therefore are subject to less stringent
regulatory and reimbursement constraints; and (ii) markets which are
served by the routine testing laboratory and offer the possibility
of adding related services from the same supplier. The Company's
research and development group continually seeks new and improved
technologies for early diagnosis. For example, the Company's Center
for Molecular Biology and Pathology is a leader in molecular
diagnostics and polymerase chain reaction technologies which are
often able to provide earlier and more reliable information
regarding HIV, genetic diseases, cancer and many other viral and
bacterial diseases. Management believes these technologies may
represent a significant savings to managed care organizations by
increasing the detection of early stage (treatable) diseases. The
following are specialty and niche businesses in which the Company
offers testing and related services:
Infectious Disease. The Company provides complete viral load
testing as well as HIV genotyping and phenotyping. The Company's
exclusive rights to this technology, in partnership with Belgian-
based Virco, puts it in the forefront of HIV drug resistance
testing-one of the most important issues surrounding the
treatment of HIV.
Allergy Testing. The Company offers an extensive range of
allergen testing services as well as computerized analysis and a
treatment program that enables primary care physicians to
diagnose and treat many kinds of allergic disorders.
Ambulatory Monitoring. The Company performs a computer assisted
analysis of electrocardiograms and blood pressure measurements.
Many of these analyses are submitted by physicians who require
extended (up to 24 hours) monitoring of these parameters for
patients.
Clinical Research Testing. The Company regularly performs
clinical laboratory testing for pharmaceutical companies
conducting clinical research trials on new drugs. This testing
often involves periodic testing of patients participating in the
trial over several years.
Diagnostic Genetics. The Company offers cytogenetic, biochemical
and molecular genetic tests.
Identity Testing. The Company provides forensic identity testing
used in connection with criminal proceedings and parentage
evaluation services which are used to assist in the resolution of
disputed parentage in child support litigation. Parentage
testing involves the evaluation of immunological and genetic
markers in specimens obtained from the child, the mother and the
alleged father. Management believes it is now the largest
provider of identity testing services in the United States.
Industrial Hygiene Testing. The Company maintains a separate
testing facility in Richmond, Virginia, dedicated to the analysis
of potentially toxic substances in the workplace environment.
Kidney Stone Analysis. The Company offers specialized patient
analysis assessing the risk of kidney stones based on laboratory
measurements and patient history.
Oncology Testing. The Company offers an extensive series of
testing technologies that aid in diagnosing and monitoring
certain cancers and predicting the outcome of certain treatments.
Occupational Testing Services. The Company provides urinalysis
testing for the detection of drugs of abuse for private and
government customers, and also provides blood testing services
for the detection of drug abuse and alcohol. These testing
services are designed to produce "forensic" quality test results
that satisfy the rigorous requirements for admissibility as
evidence in legal proceedings. The Company also provides other
analytical testing and a variety of management support services.
The specialized or niche testing services noted above, as well
as other complex procedures, are sent to designated facilities where
the Company has concentrated the people, instruments and related
resources for performing such procedures so that quality and
efficiency can be most effectively monitored. The Company's Center
for Molecular Biology and Pathology in Research Triangle Park, North
Carolina, also specializes in new test development and education and
training related thereto.
CLIENTS
The Company provides testing services to a broad range of
health care providers. During the year ended December 31, 1998, no
client or group of clients under the same contract accounted for
more than two percent of the Company's net sales. The primary
client groups serviced by the Company include:
Independent Physicians and Physician Groups
Physicians requiring testing for their patients who are
unaffiliated with a managed care plan are one of the Company's
primary sources of testing services. Fees for clinical laboratory
testing services rendered for these physicians are billed either to
the physician, to the patient or the patient's third party payor
such as insurance companies, Medicare and Medicaid. Billings are
typically on a fee-for-service basis. If the billings are to the
physician, they are based on the wholesale or customer fee schedule
and subject to negotiation. Otherwise, the patient is billed at the
laboratory's retail or patient fee schedule and subject to third
party payor limitations and negotiation by physicians on behalf of
their patients. Medicare and Medicaid billings are based on
government-set fee schedules.
Hospitals
The Company serves hospitals with services ranging from routine
and specialty testing to contract management services. Hospitals
generally maintain an on-site laboratory to perform immediately
needed testing on patients receiving care. However, they also refer
less time sensitive procedures, less frequently needed procedures
and highly specialized procedures to outside facilities, including
independent clinical laboratories and larger medical centers. The
Company typically charges hospitals for any such tests on a fee-for-
service basis which is derived from the Company's customer fee
schedule.
HMOs and Other Managed Care Groups
The Company serves HMOs and other managed care organizations.
These medical service providers typically contract with a limited
number of clinical laboratories and then designate the laboratory or
laboratories to be used for tests ordered by participating
physicians. Testing is frequently reimbursed on a capitated basis
for managed care organizations. Under a capitated payment contract,
the Company agrees to cover all laboratory tests during a given
month for which the managed care organization agrees to pay a flat
monthly fee for each covered member. The tests covered under
agreements of this type are negotiated for each contract, but
usually include routine tests and exclude highly specialized tests.
Many of the national and large regional managed care organizations
prefer to use large independent clinical labs such as the Company
because they can service them on a national basis.
Other Institutions
The Company serves other institutions, including governmental
agencies, large employers and other independent clinical
laboratories that do not have the breadth of the Company's testing
capabilities. The institutions typically pay on a negotiated or bid
fee-for-service basis.
PAYORS
Most testing services are billed to a party other than the
"client" that ordered the test. In addition, tests performed by a
single physician may be billed to different payors depending on the
medical benefits of a particular patient. Payors other than the
direct patient, include, among others, insurance companies, managed
care organizations, Medicare and Medicaid. Based on the year ended
December 31, 1998 billings to the Company's respective payors based
on the total volume of accessions are as follows:
Accession Volume as a % Revenue
of Total per
1998 Accession
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Private Patients 3 - 5% $70 - 80
Medicare, Medicaid and
Insurance 20 - 25% $20 - 30
Commercial Clients 40 - 45% $15 - 25
Managed Care 30 - 35% $10 - 40
AFFILIATIONS AND ALLIANCES
The Company provides management services in a variety of health
care settings. The Company generally supplies the laboratory
manager and other laboratory personnel, as well as equipment and
testing supplies, to manage a laboratory that is owned by a
hospital, managed care organization or other health care provider.
In addition, the Company maintains a data processing system to
organize and report test results and to provide billing and other
pertinent information related to the tests performed in the managed
laboratory. Under the typical laboratory management agreement, the
laboratory manager, who is employed by the Company, reports to the
hospital or clinic administration. Thus, the hospital or clinic
("Provider") maintains control of the laboratory. A pathologist
designated by the Provider serves as medical director for the
laboratory.
An important advantage the Company offers to its clients is the
flexibility of the Company's information systems used for contract
management services. In addition to the ability to be customized
for a particular user's needs, the Company's information systems
also interface with several hospital and clinic systems, giving the
user more efficient and effective information flow.
The Company's management service contracts typically have terms
between three and five years. However, most contracts contain a
clause that permits termination prior to the contract expiration
date. The termination terms vary but they generally fall into one
of the following categories: (i) termination without cause by either
the Company or the contracted Provider after written notice
(generally 60 to 90 days prior to termination); (ii) termination by
the contracted Provider only if there are uncorrected deficiencies
in the Company's performance under the contract after notice by the
contracted Provider; or (iii) termination by the contracted Provider
if there is a loss of accreditation held by any Company laboratory
that services the contracted Provider, which accreditation is not
reinstated within 30 days of the loss, or up to 30 days' notice if
there is a decline in the quality of services provided under such
contract which remains uncorrected after a 15-day period. While the
Company believes that it will maintain and renew its existing
contracts, there can be no assurance of such maintenance or renewal.
As part of its marketing efforts, and as a way to focus on a
contract management client's particular needs, the Company has
developed several different pricing formulas for its management
services agreements. In certain cases, profitability may depend on
the Company's ability to accurately predict test volumes, patient
encounters or the number of admissions in the case of an inpatient
facility.
One of the Company's primary growth strategies is to develop an
increasing number of hospital alliances. These alliances can take
several different forms including laboratory management contracts,
discussed above, reference agreements and joint ventures. As
hospitals continue to be impacted by decreasing fee schedules from
third party payors and managed care organizations, the Company
believes that they will seek the most cost-effective laboratory
services for their patients. Management believes the Company's
economies of scale as well as its delivery system will enable it to
assist hospitals to achieve their goals. These alliances are
generally more profitable than the Company's core business due to
the specialized nature of many of the testing services offered in
the alliance program. In 1998, the Company added 58 alliance
agreements with hospitals, physician groups and other health care
provider organizations representing approximately $23 million of
annual sales.
SALES AND MARKETING AND CLIENT SERVICE
The Company offers its services through a combination of direct
sales generalists and specialists. Sales generalists market the
mainstream or traditional routine laboratory services primarily to
physicians, while specialists concentrate on individual market
segments, such as hospitals or managed care organizations, or on
testing niches, such as identity testing or genetic testing.
Specialist positions are established when an in-depth level of
expertise is necessary to effectively offer the specialized
services. When the need arises, specialists and generalists work
cooperatively to address specific opportunities. At December 31,
1998, the Company employed 216 generalists and 52 specialists. The
Company's sales generalists and specialists are compensated through
a combination of salaries, commissions and bonuses, at levels
commensurate with each individual's qualifications and
responsibilities. Commissions are primarily based upon the
individual's productivity in generating new business for the
Company.
The Company also employs customer service associates ("CSAs")
to interact with clients on an ongoing basis. CSAs monitor the
status of the services being provided to clients, act as problem-
solvers, provide information on new testing developments and serve
as the client's regular point of contact with the Company. At
December 31, 1998, the Company employed 213 CSAs. CSAs are
compensated with a combination of salaries and bonuses commensurate
with each individual's qualifications and responsibilities.
The Company believes that the clinical laboratory service
business is shifting away from the traditional direct sales
structure and into one in which the purchasing decisions for
laboratory services are increasingly made by managed care
organizations, insurance plans, employers and increasingly by
patients themselves. In view of these changes, the Company has
adapted its sales and marketing structure to more appropriately
address the new opportunities. For example, the Company has
expanded its specialist sales positions in both its primary business
and its niche businesses in order to maximize the Company's
competitive strengths of advanced technology and marketing focus.
The Company competes primarily on the basis of the quality of
its testing, reporting and information systems, its reputation in
the medical community, the pricing of its services and its ability
to employ qualified personnel. During 1998, one of the Company's
goals has been to improve client service. An important factor in
improving client service includes the Company's initiatives to
improve its billing process. See "-Billing."
INFORMATION SYSTEMS
The Company has developed and implemented management
information systems to monitor operations and control costs. All
financial functions are centralized in Burlington, North Carolina
including purchasing and accounting. Management believes this
provides greater control over spending as well as increased
supervision and monitoring of results of operations.
The Company believes that the health care provider's need for
data will continue to place high demands on its information systems
staff. The Company operates several systems to handle laboratory,
billing and financial data and transactions. The Company believes
that the efficient handling of information involving clients,
patients, payors and other parties will be a critical factor in the
Company's future success. The Company's Corporate Information
Systems Division manages its information resources and programs on a
consolidated basis in order to achieve greater efficiency and
economies of scale. In addition, as a key part of its response to
these challenges, the Company employs a Chief Information Officer,
whose responsibility is to integrate, manage and develop the
Company's information systems.
In 1998, information systems activities have been focused on
consolidation of the Company's multiple laboratory and billing
systems to standardized laboratory testing and billing systems. The
Company has established regional data centers to more effectively
handle the information processing needs of the Company. The Company
believes that it can benefit from the conversion of its multiple
billing systems into a centralized system. Implementation of the
billing systems conversion began in 1997 and is expected to be
completed over the next two to three years. During 1998, the
Company capitalized approximately $15.8 million in information
systems development and implementation costs related directly or
indirectly to billing systems. The Company anticipates capitalizing
an additional $5.0 to $10.0 million in such development and
implementation costs during 1999.
See "Impact of the Year 2000 Issue" section of "Management's
Discussion and Analysis of Financial Condition and Results of
Operations".
BILLING
Billing for laboratory services is a complex process.
Laboratories must bill many different payors such as doctors,
patients, hundreds of different insurance companies, Medicare,
Medicaid and employer groups, all of whom have different billing
requirements. The Company believes that a majority of its bad debt
expense is the result of non-credit related issues which slow the
billing process, create backlogs of unbilled requisitions and
generally increase the aging of accounts receivable. A primary
cause of bad debt expense is missing or incorrect billing
information on requisitions. The Company believes that this
experience is similar to that of its primary competitors. The
Company performs the requested tests and returns back the test
results regardless of whether billing information has been provided
at all or has been provided incorrectly. The Company subsequently
attempts to obtain any missing information or rectify any incorrect
billing information received from the health care provider. Among
the many other factors complicating the billing process are more
intricate billing arrangements due to contracts with third-party
administrators, disputes between payors as to the party responsible
for payment of the bill and auditing for specific compliance issues.
The Company's bad debt expense has increased in the last few
years principally due to three developments that have further
complicated the billing process: i) increased complexities in the
billing process due to requirements of managed care payors; ii)
increased medical necessity and diagnosis code requirements; and iii)
existence of multiple billing information systems. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Although there can be no assurance of success, the Company has
developed a number of initiatives to address the complexity of the
billing process and to improve collection rates. These initiatives
include: i) installation of personal computer based products in
client offices and Company locations to help with the accuracy and
completeness of billing information captured on the front-end; ii)
establishment of a project group to focus on improvements in order
entry; and iii) development and implementation of enhanced eligibility
checking to compare information to payor records before billing.
Additionally, the Company believes that it can benefit from the
conversion of its multiple billing systems into a centralized
system. Currently, 55% of the Company's billing is performed on
this centralized system. By the end of 1999, the Company plans to
have approximately 70% of its billing performed on the centralized
system.
QUALITY ASSURANCE
The Company considers the quality of its tests to be of
critical importance, and it has established a comprehensive quality
assurance program for all of its laboratories and other facilities,
designed to help assure accurate and timely test results. In
addition to the compulsory external inspections and proficiency
programs demanded by HCFA and other regulatory agencies, Company-
wide systems and procedures are in place to emphasize and monitor
quality assurance. All of the Company's regional laboratories are
subject to on-site evaluations, the College of American Pathologists
("CAP") proficiency testing program, state surveys and the Company's
own internal quality control programs.
External Proficiency/ Accreditations. The Company participates
in numerous externally-administered, blind quality surveillance
programs, including the CAP program. The blind programs supplement
all other quality assurance procedures and give Company management
the opportunity to review its technical and service performance from
the client's perspective.
Internal Quality Control. The Company regularly performs
internal quality control testing by running quality control samples
with known values with patient samples submitted for testing. All
quality control sample test results are entered into the Company's
national laboratory computer, which connects the Company's
facilities nationwide to a common on-line quality control database.
This system helps technologists and technicians check quality
control values and requires further prompt verification if any
quality control value is out of range. The Company has an
extensive, internally administered program of blind sample
proficiency testing (i.e. the testing laboratory does not know the
sample being tested is a quality control sample), as part of which
the Company's locations receive specimens from the Company's Quality
Assurance and Corporate Technical Services departments for analysis.
The CAP accreditation program involves both on-site inspections
of the laboratory and participation in the CAP's proficiency testing
program for all categories in which the laboratory is accredited by
the CAP. The CAP is an independent non-governmental organization of
board-certified pathologists which offers an accreditation program
to which laboratories can voluntarily subscribe. The CAP has been
accredited by HCFA to inspect clinical laboratories to determine
adherence to the Clinical Laboratory Improvement Act of 1967, and
the Clinical Laboratory Improvement Amendments of 1988
(collectively, as amended, "CLIA") standards. A laboratory's
receipt of accreditation by the CAP satisfies the Medicare
requirement for participation in proficiency testing programs
administered by an external source. All of the Company's major
laboratories are accredited by the CAP.
During 1998, the Company's forensic crime laboratory, located
at the Company's Center for Molecular Biology and Pathology in
Research Triangle Park, North Carolina, was accredited by the
American Society of Crime Laboratory Directors, Laboratory
Accreditation Board ("ASCLD/LAB") in the category of DNA testing.
Under the Crime Laboratory Accreditation Program managed by the
ASCLD/LAB, a crime laboratory undergoes a comprehensive and in-depth
inspection to demonstrate that its management, operations,
employees, procedures and instruments, physical plant and security,
and personnel safety procedures meet stringent quality standards.
The Company is one of 174 ASCLD accredited crime laboratories
worldwide, and is one of only three private crime laboratories
holding the accreditation. Accreditation is granted for a period of
five years provided that a laboratory continues to meet the
standards during that period.
COMPETITION
The clinical laboratory business is intensely competitive. The
Company believes that in 1998 the entire United States clinical
laboratory testing industry had revenues exceeding $32 billion;
approximately 48% of such revenues were attributable to hospital-
affiliated laboratories, approximately 39% were attributable to
independent clinical laboratories and approximately 13% were
attributable to physicians in their offices and laboratories. There
are presently three national independent clinical laboratories: the
Company; Quest, which had approximately $1.5 billion in revenues
from clinical laboratory testing in 1998; and SmithKline, which had
approximately $1.6 billion in revenues from clinical laboratory
testing in 1998.
During February, 1999, Quest announced that it had signed a
definitive agreement to acquire the clinical laboratory operations
of SmithKline. The transaction is expected to be completed early in
the second half of 1999.
In addition to the two other national clinical laboratories,
the Company competes on a regional basis with many smaller regional
independent clinical laboratories as well as laboratories owned by
hospitals and physicians. The Company believes that the following
factors, among others, are often used by health care providers in
selecting a laboratory: i) pricing of the laboratory's test
services; ii) accuracy, timeliness and consistency in reporting test
results; iii) number and type of tests performed; iv) service
capability and convenience offered by the laboratory; and v) its
reputation in the medical community. The Company believes that it
competes favorably with its principal competitors in each of these
areas and is currently implementing strategies to improve its
competitive position. See "_Clients" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
The Company believes that consolidation will continue in the
clinical laboratory testing business. In addition, the Company
believes that it and the other large independent clinical laboratory
testing companies will be able to increase their share of the
overall clinical laboratory testing market due to a number of
external factors including cost efficiencies afforded by large-scale
automated testing, Medicare reimbursement reductions and the growth
of managed health care entities which require low-cost testing
services and large service networks. In addition, legal
restrictions on physician referrals and the ownership of
laboratories as well as increased regulation of laboratories are
expected to contribute to the continuing consolidation of the
industry.
EMPLOYEES
At February 28, 1999, the Company employed approximately 18,800
people. These include approximately 18,300 full-time equivalent
employees and approximately 500 part-time employees. A subsidiary
of the Company has one collective bargaining agreement which covers
approximately 36 employees. The Company believes that its overall
relations with its employees are good.
REGULATION AND REIMBURSEMENT
General
The clinical laboratory industry is subject to significant
governmental regulation at the Federal, state and local levels.
Under CLIA, virtually all clinical laboratories, including those
owned by the Company, must be certified by the Federal government.
Many clinical laboratories must also meet governmental standards,
undergo proficiency testing and are subject to inspection.
Certifications or licenses are also required by various state and
local laws.
The health care industry is undergoing significant change as
third-party payors, such as Medicare (which principally serves
patients 65 and older) and Medicaid (which principally serves
indigent patients) and insurers, increase their efforts to control
the cost, utilization and delivery of health care services. In an
effort to address the problem of increasing health care costs,
legislation has been proposed or enacted at both the Federal and
state levels to regulate health care delivery in general and
clinical laboratories in particular. Some of the proposals include
managed competition, global budgeting and price controls. Although
the Clinton Administration's health care reform proposal, initially
advanced in 1994, was not enacted, such proposal or other proposals
may be considered in the future. In particular, the Company
believes that reductions in reimbursement for Medicare services will
continue to be implemented from time to time. Reductions in the
reimbursement rates of other third-party payors are likely to occur
as well. The Company cannot predict the effect health care reform,
if enacted, would have on its business, and there can be no
assurance that such reforms, if enacted, would not have a material
adverse effect on the Company's business and operations.
Regulation of Clinical Laboratories
CLIA extends Federal oversight to virtually all clinical
laboratories by requiring that laboratories be certified by the
government. Many clinical laboratories must also meet governmental
quality and personnel standards, undergo proficiency testing and be
subject to biennial inspection. Rather than focusing on location,
size or type of laboratory, this extended oversight is based on the
complexity of the tests performed by the laboratory.
In 1992, HHS published regulations implementing CLIA. The
quality standards and enforcement procedure regulations became
effective in 1992, although certain personnel, quality control and
proficiency testing requirements are currently being phased in by
HHS. The quality standards regulations divide all tests into three
categories (waivered, moderate complexity and high complexity) and
establish varying requirements depending upon the complexity of the
test performed. A laboratory that performs high complexity tests
must meet more stringent requirements than a laboratory that
performs only moderate complexity tests, while those that perform
only one or more of approximately twenty-five to thirty routine
"waivered" tests may apply for a waiver from most requirements of CLIA.
All major and many smaller Company facilities are certified by CLIA to
perform high complexity testing. The remaining smaller testing sites of
the Company are certified by CLIA to perform moderate complexity testing
or have obtained a waiver from most requirements of CLIA. Generally, the
HHS regulations require, for laboratories that perform high complexity or
moderate complexity tests, the implementation of systems that ensure the
accurate performance and reporting of test results, establishment of quality
control systems, proficiency testing by approved agencies and biennial
inspections.
The sanction for failure to comply with these regulations may
be suspension, revocation or limitation of a laboratory's CLIA
certificate necessary to conduct business, significant fines and
criminal penalties. The loss of a license, imposition of a fine or
future changes in such Federal, state and local laws and regulations
(or in the interpretation of current laws and regulations) could
have a material adverse effect on the Company.
The Company is also subject to state regulation. CLIA provides
that a state may adopt more stringent regulations than Federal law.
For example, state law may require that laboratory personnel meet
certain qualifications, specify certain quality controls, maintain
certain records and undergo proficiency testing. For example,
certain of the Company's laboratories are subject to the State of
New York's clinical laboratory regulations, which contain provisions
that are more stringent than Federal law.
The Company's laboratories have continuing programs to ensure
that their operations meet all applicable regulatory requirements.
Regulation Affecting Reimbursement of Clinical Laboratory
Services
Containment of health care costs, including reimbursement for
clinical laboratory services, has been a focus of ongoing
governmental activity. In 1984, Congress established a Medicare fee
schedule for clinical laboratory services performed for patients
covered under Part B of the Medicare program. Subsequently,
Congress imposed a national ceiling on the amount that can be paid
under the fee schedule. Laboratories bill the program directly and
must accept the scheduled amount as payment in full for covered
tests performed on behalf of Medicare beneficiaries. In addition,
state Medicaid programs are prohibited from paying more than the
Medicare fee schedule amount for clinical laboratory services
furnished to Medicaid recipients. In 1998 and 1997, the Company
derived approximately 22% and 20%, respectively, of its net sales
from tests performed for beneficiaries of Medicare and Medicaid
programs. In addition, the Company's other business depends
significantly on continued participation in these programs because
clients often want a single laboratory to perform all of their
testing services. Since 1984, Congress has periodically reduced the
ceilings on Medicare reimbursement to clinical laboratories from
previously authorized levels. In 1993, pursuant to provisions in
the Omnibus Budget and Reconciliation Act of 1993 ("OBRA `93"),
Congress reduced, effective January 1, 1994, the Medicare national
limitations from 88% of the 1984 national median to 76% of the 1984
national median, which reductions were implemented on a phased-in
basis from 1994 through 1996 (to 84% in 1994, 80% in 1995 and 76% in
1996). The 1996 reduction to 76% was implemented as scheduled on
January 1, 1996. OBRA `93 also eliminated the provision for annual
fee schedule increases based upon the Consumer Price Index for 1994
and 1995. These reductions were partially offset, however, by annual
Consumer Price Index fee schedule increases of 3.2% and 2.7% in 1996
and 1997, respectively. In August 1997, Congress passed and the
President signed the Balanced Budget Act of 1997 ("BBA"), which
included a provision that reduced, effective January 1, 1998, the
Medicare national limitations from 76% of the 1984 national median
to 74% of the 1984 national median. An additional provision in the
BBA freezes the Consumer Price Index update for five years. Because
a significant portion of the Company's costs are relatively fixed,
these Medicare reimbursement reductions have a direct adverse effect
on the Company's net earnings and cash flows. The Company cannot
predict if additional Medicare reductions will be implemented.
On January 1, 1993, numerous changes in the Physicians' Current
Procedural Terminology ("CPT") were published. The CPT is a coding
system that is published by the American Medical Association. It
lists descriptive terms and identifying codes for reporting medical
and medically related services. The Medicare and Medicaid programs
require suppliers, including laboratories, to use the CPT codes when
they bill the programs for services performed. HCFA implemented
these CPT changes for Medicare on August 1, 1993. The CPT changes
have altered the way the Company bills third-party payors for some
of its services, thereby reducing the reimbursement the Company
receives from those programs for some of its services. For example,
certain codes for calculations, such as LDL cholesterol, were
deleted and are no longer a payable service under Medicare and
Medicaid.
On April 1, 1997, the Health Care Financing Administration's
("HCFA") new Automated Chemistry Profile Rules went into effect.
The policy, which 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 four to twelve chemistry tests). As a
result of these new requirements, all major laboratory companies,
including the Company, were required to eliminate the old chemistry
profiles from their standard test requisition forms and standard
test offerings by July 1, 1998. The Company developed and
implemented a new "universal" test requisition and "standard test
offerings" which successfully incorporated all required changes by
the July 1, 1998 deadline. Estimated out-of-pocket costs associated
with these changes are over $5.0 million. The Company is unable to
estimate the indirect costs associated with these changes. However,
personnel time and effort to roll-out the new forms to clients has
been significant.
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 revenue impact of
this new rule can be made at this time. The Company's analysis to
date does not indicate a currently measurable impact on revenues.
The Company will continue to monitor this issue going forward.
Future changes in Federal, state and local regulations (or in
the interpretation of current regulations) affecting governmental
reimbursement for clinical laboratory testing could have a material
adverse effect on the Company. However, based on currently
available information, the Company is unable to predict what type of
legislation, if any, will be enacted into law.
Fraud and Abuse Regulations
The Medicare and Medicaid anti-kickback laws prohibit
intentionally providing anything of value to influence the referral
of Medicare and Medicaid business. HHS has published safe harbor
regulations which specify certain business activities that, although
literally covered by the laws, will not violate the Medicare/Medicaid
anti-kickback laws. Failure to fall within a safe harbor does not
constitute a violation of the anti-kickback laws if all conditions of
the safe harbor are met; rather, the arrangement would remain subject
to scrutiny by HHS.
In October 1994, the Office of the Inspector General ("OIG") of
HHS issued a Special Fraud Alert, which set forth a number of
practices allegedly engaged in by clinical laboratories and health
care providers that the OIG believes violate the anti-kickback laws.
These practices include providing employees to collect patient
samples at physician offices if the employees perform additional
services for physicians that are typically the responsibility of the
physicians' staff; selling laboratory services to renal dialysis
centers at prices that are below fair market value in return for
referrals of Medicare tests which are billed to Medicare at higher
rates; providing free testing to a physician's HMO patients in
situations where the referring physicians benefit from such lower
utilization; providing free pick-up and disposal of bio-hazardous
waste for physicians for items unrelated to a laboratory's testing
services; providing facsimile machines or computers to physicians
that are not exclusively used in connection with the laboratory
services performed; and providing free testing for health care
providers, their families and their employees (professional courtesy
testing). The OIG stressed in the Special Fraud Alert that when one
purpose of the arrangements is to induce referral of
program-reimbursed laboratory testing, both the clinical laboratory
and the health care provider or physician may be liable under the
anti-kickback laws and may be subject to criminal prosecution and
exclusion from participation in the Medicare and Medicaid programs.
According to the 1995 work plan of the OIG, the Office of Civil
Fraud and Administrative Adjudication ("OCFAA") will be responsible
for protecting the government-funded health care programs and
deterring fraudulent conduct by health care providers through the
negotiation and imposition of civil monetary penalties, assessments
and program exclusions. The OCFAA works very closely with the
Department of Justice, the Office of General Counsel and the OIG
investigative and audit offices in combating fraud and abuse. In
addition, the OIG has stated in its 1995 work plan that it will
determine the extent to which laboratories supply physicians'
offices with phlebotomists (blood-drawing technicians), offer
management services or medical waste pick-up to physicians, provide
training to physicians or engage in other financial arrangements
with purchasers of laboratories' services. The OIG will assess the
potential benefits of such arrangements as well as the extent to
which such arrangements might be unlawful.
In March 1992, HCFA published proposed regulations to implement
the Medicare statute's prohibition (with certain exceptions) on
referrals by physicians who have an investment interest in or a
compensation arrangement with laboratories. The prohibition on
referrals also applies where an immediate family member of a
physician has an investment interest or compensation arrangement
with a laboratory. The proposed regulations would define
remuneration that gives rise to a compensation arrangement as
including discounts granted by a laboratory to a physician who sends
testing business to the laboratory and who pays the laboratory for
such services. If that definition of remuneration were to have
become effective, it could have had an impact on the way the Company
prices its services to physicians. However, in August 1993, the
referenced Medicare statute was amended by OBRA `93. One of these
amendments makes it clear that day-to-day transactions between
laboratories and their customers, including, but not limited to,
discounts granted by laboratories to their customers, are not
affected by the compensation arrangement provisions of the Medicare
statute.
Environmental and Occupational Safety
The Company is subject to licensing and regulation under
Federal, state and local laws and regulations relating to the
protection of the environment and human health and safety, including
laws and regulations relating to the handling, transportation and
disposal of medical specimens, infectious and hazardous waste and
radioactive materials as well as to the safety and health of
laboratory employees. All Company laboratories are subject to
applicable Federal and state laws and regulations relating to
biohazard disposal of all laboratory specimens and the Company
utilizes outside vendors for disposal of such specimens. In
addition, the Federal Occupational Safety and Health Administration
has established extensive requirements relating to workplace safety
for health care employers, including clinical laboratories, whose
workers may be exposed to blood-borne pathogens such as HIV and the
hepatitis B virus. These regulations, among other things, require
work practice controls, protective clothing and equipment, training,
medical follow-up, vaccinations and other measures designed to
minimize exposure to, and transmission of, blood-borne pathogens.
Although the Company is not aware of any current material non-
compliance with such Federal, state and local laws and regulations,
failure to comply could subject the Company to denial of the right
to conduct business, fines, criminal penalties and/or other
enforcement actions.
Drug Testing
Drug testing for public sector employees is regulated by the
Substance Abuse and Mental Health Services Administration ("SAMSHA")
(formerly the National Institute on Drug Abuse), which has
established detailed performance and quality standards that
laboratories must meet in order to be approved to perform drug
testing on employees of Federal government contractors and certain
other entities. To the extent that the Company's laboratories
perform such testing, each must be certified as meeting SAMSHA
standards. The Company's Research Triangle Park, North Carolina;
Memphis, Tennessee; Raritan, New Jersey; Seattle, Washington;
Herndon, Virginia and Reno, Nevada laboratories are SAMSHA
certified.
Controlled Substances
The use of controlled substances in testing for drugs of abuse
is regulated by the Federal Drug Enforcement Administration.
OIG INVESTIGATIONS
Several Federal agencies are responsible for investigating
allegations of fraudulent and abusive conduct by health care
providers, including the Federal Bureau of Investigation, the OIG
and the Department of Justice ("DOJ"). In its published work plan
for 1992-1993, the OIG indicated its intention to target certain
laboratory practices for investigation and prosecution. Pursuant to
one such project described in such work plan, entitled "Laboratory
Unbundle," laboratories that offer packages of tests to physicians
and "unbundle" them into several "tests to get higher reimbursement
when billing Medicare and Medicaid" will be identified and "suitable
cases will be presented for prosecution." Under another project
described in such work plan, laboratories "that link price
discounts to the volume of physician referrals, `unbundle' tests in
order to bill Medicare at a higher total rate, and conduct
unnecessary tests... will be identified to coordinate investigations
through the country."
1996 Government Settlement
In August 1993, RBL and Allied Clinical Laboratories, Inc.
("Allied") each received a subpoena from the OIG requesting
documents and information concerning pricing and billing practices.
In September 1993, NHL received a subpoena from the OIG which
required NHL to provide documents to the OIG concerning its
regulatory compliance procedures. Among other things, the OIG
subpoena received by RBL and Allied called for the production of
documents regarding 14 blood chemistry tests which were being or had
been performed by certain independent clinical laboratories in
conjunction with automated chemistry profiles and which were being
or had been billed separately to Medicare or Medicaid. An automated
chemistry profile is a grouping of tests that can be performed
together on a single specimen and that Medicare and Medicaid pay
under the Medicare fee schedule. The government's investigations
covered billings for tests performed by NHL, RBL and Allied from
1988 to 1994. These tests were deemed by regulators to be medically
unnecessary. The investigations were part of a broad-based federal
inquiry into Medicare and related billings that have resulted in
financial settlements with a number of other clinical laboratories.
The inquiries have also prompted the imposition of more stringent
regulatory compliance requirements industry-wide. In November 1996,
the Company agreed to enter into a comprehensive Corporate Integrity
Agreement and to pay $182 million to settle civil claims involving
Medicare and related government billings for tests performed by NHL,
RBL and Allied (the "1996 Government Settlement"). These claims
arose out of the government's contention that laboratories offering
profiles containing certain test combinations had the obligation to
notify ordering physicians how much would be billed to the
government for each test performed for a patient whose tests are
paid by Medicare, Medicaid or other government agency. The
government contended claims submitted for tests ordered by
physicians and performed by the laboratories were improper. The
Company settled these allegations without an admission of fault. The
Corporate Integrity Agreement, among other things, requires that
detailed notifications be made to physicians. In addition, as part
of the overall settlement, a San Diego laboratory that was formerly
part of Allied agreed to plead guilty to a charge of filing a false
claim with Medicare and Medicaid in 1991 and to pay $5 million to
the Federal government. The assets of the San Diego laboratory were
sold by Allied in 1992, two years before the acquisition of Allied
by NHL. As is customary with asset sales, Allied retained the
liability for conduct preceding the sale - a liability the Company
later succeeded to, following the Allied acquisition and Merger. As
a result of negotiations related to the 1996 Government Settlement,
the Company recorded a charge of $185 million in the third quarter
of 1996 (the "Settlement Charge") to increase reserves for the 1996
Government Settlement described above and other related expenses of
government and private claims resulting therefrom.
Pursuant to the 1996 Government Settlement, the Company paid
$187 million in December 1996 (the "Settlement Payment"). The
Settlement Payment was paid from the proceeds of a $187 million loan
made by Roche to the Company in December 1996.
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.
COMPLIANCE PROGRAM
Because of evolving interpretations of regulations and the
national debate over health care, compliance with all Medicare,
Medicaid and other government-established rules and regulations has
become a significant factor throughout the clinical laboratory
industry. The Company has implemented a comprehensive company-wide
compliance program. The objective of the program is to develop,
implement and update as necessary reliable compliance safeguards.
Emphasis is placed on developing training programs for personnel to
attempt to assure the strict implementation of all rules and
regulations. Further, in-depth reviews of procedures, personnel and
facilities are conducted to assure regulatory compliance throughout
the Company. Such sharpened focus on regulatory standards and
procedures will continue to be a priority for the Company in the
future.
The Company believes that it is in compliance in all material
respects with all statutes, regulations and other requirements
applicable to its clinical laboratory operations. The clinical
laboratory testing industry is, however, subject to extensive
regulation, and many of these statutes and regulations have not been
interpreted by the courts. There can be no assurance therefore that
applicable statutes and regulations might not be interpreted or
applied by a prosecutorial, regulatory or judicial authority in a
manner that would adversely affect the Company. Potential sanctions
for violation of these statutes and regulations include significant
fines and the loss of various licenses, certificates and
authorizations.
ITEM 2. PROPERTIES
The following table summarizes certain information as to the
Company's principal operating and administrative facilities as of
December 31, 1998.
Approximate
Area Nature of
Location (in square feet) Occupancy
- --------------------- ---------------- -----------
Operating Facilities:
Birmingham, Alabama 100,000 Lease expires 2005
Phoenix, Arizona 55,000 Lease expires 2009;
two 5 year renewal
options
San Diego, California 72,000 Lease expires 2007
Denver, Colorado 20,000 Lease expires 2001;
two 5 year renewal
options
Tampa, Florida 95,000 Lease expires 2009;
one 5 year renewal
option
Chicago, Illinois 40,000 Lease expires 2003;
two 5 year renewal
options
Louisville, Kentucky 60,000 Lease expires 2002;
three 5 year
renewal options
Detroit, Michigan 32,000 Lease expires 2004;
two 5 year renewal
options
Kansas City, Missouri 78,000 Owned
Approximate
Area Nature of
Location (in square feet) Occupancy
- ------------------------ ---------------- ---------
Operating Facilities cont.:
Reno, Nevada 16,000 Owned
14,000 Lease expires 2003;
2 year renewal
options
Raritan, New Jersey 187,000 Owned
Uniondale, New York 108,000 Lease expires 2007;
two 5 year renewal
options
Burlington, North Carolina 275,000 Owned
Charlotte, North Carolina 25,000 Lease expires 1999;
two 1 year renewal
options
Research Triangle Park, 71,000 Lease expires 2008,
North Carolina three 5 year renewal
options
111,000 Lease expires 2011;
three 5 year renewal
options
Winston-Salem, 10,000 Lease expires 2009;
North Carolina one 5 year renewal
option
Dublin, Ohio 82,000 Owned
Memphis, Tennessee 30,000 Lease expires 1999;
one 5 year renewal
option
Dallas, Texas 56,000 Lease expires 2004;
one 5 year renewal
option
Houston, Texas 70,000 Lease expires 2012;
two 5 year renewal
options
San Antonio, Texas 44,000 Lease expires 2004;
one 5 year renewal
option
Salt Lake City, Utah 20,000 Lease expires 2002;
two 5 year renewal
options
Chesapeake, Virginia 21,000 Lease expires 2002;
three 5 year renewal
options
Herndon, Virginia 64,000 Leases expire 1999-
2004; one 5 year
renewal option
Richmond, Virginia 57,000 Lease Expires 2001;
one 5 year renewal
option
Kent, Washington 42,000 Lease expires 2000;
two 5 year renewal
options
Fairmont, West Virginia 25,000 Lease expires 2005;
three 5 year renewal
options
Administrative facilities:
Burlington, North Carolina 237,000 Owned
208,000 Leases expire 1999-
2008; various options
to purchase or renew
All of the major laboratory facilities have been built or
improved for the single purpose of providing clinical laboratory
testing services. The Company believes that these facilities are
suitable and adequate and have sufficient production capacity for
its currently foreseeable level of operations. The Company believes
that if it were to lose the lease on any of the facilities it
presently leases, it could find alternate space at competitive
market rates and readily relocate its operations to such new
locations without material disruption to its operations.
ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during
the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
On May 1, 1995, the Common Stock commenced trading on the New
York Stock Exchange ("NYSE") under the symbol "LH". Prior to such
date and since April 24, 1991, the Common Stock traded on the NYSE
under the symbol "NH." Prior to April 24, 1991, the Common Stock
was quoted on the NASDAQ National Market under the symbol "NHLI".
The following table sets forth for the calendar periods
indicated the high and low sales prices for the Common Stock
reported on the NYSE Composite Tape, and the cash dividends declared
per share of Common Stock.
High Low
----- -----
1997
First Quarter 4 2 1/2
Second Quarter 3 7/8 2 3/8
Third Quarter 2 3/4 2 1/2
Fourth Quarter 2 7/8 1 5/16
High Low
----- ------
1998
First Quarter 2 3/16 1 9/16
Second Quarter 2 3/4 1 13/16
Third Quarter 2 7/16 1 1/8
Fourth Quarter 1 7/8 1 3/16
High Low
----- -----
1999
First Quarter (through February 28, 1999) 2 5/16 1 1/4
On February 28, 1999 there were 1,055 holders of record of the
Common Stock.
In 1994, the Company discontinued its dividend payments for the
foreseeable future in order to increase its flexibility with respect
to its acquisition strategy. In addition, the Company's credit
agreement, as amended, places certain restrictions, as defined in
the credit agreement, on the payment of dividends.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below under the captions
"Statement of Operations Data" and "Balance Sheet Data" as of and
for the years ended December 31, 1998 and December 31, 1997 are
derived from consolidated financial statements of the Company, which
have been audited by PricewaterhouseCoopers LLP, independent
accountants. The selected financial data presented below under the
captions "Statement of Operations Data" and "Balance Sheet Data" as
of and for each of the years in the three-year period ended December
31, 1996 are derived from consolidated financial statements of the
Company, which have been audited by KPMG LLP, independent
accountants. This data should be read in conjunction with the
accompanying notes, the Company's consolidated financial statements
and the related notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," all
included elsewhere herein.
Year Ended December 31,
--------------------------------------
1998 1997 1996
--------------------------------------
(Dollars in millions, except per share amounts)
Statement of Operations Data:
Net sales (c) $ 1,612.6 $ 1,579.9 $ 1,676.2
Gross profit 563.4 499.4 492.3
Operating income (loss) 127.6 (92.0)(i) (118.8)(d)
Earnings (loss) before
extraordinary loss 68.8 (106.9) (153.5)
Extraordinary loss -- -- --
--------- --------- ---------
Net earnings (loss) $ 68.8 $ (106.9) $ (153.5)
========= ========= =========
Earnings (loss)per common share
before extraordinary loss $ 0.20 $ (1.06) $ (1.25)
Extraordinary loss per common
share -- -- --
---------- ---------- ----------
Net earnings (loss) per common
share $ 0.20 $ (1.06) $ (1.25)
========== ========== ==========
Dividends per common share $ -- $ -- $ --
Weighted average common shares
outstanding (in thousands) 124,847 123,241 122,920
Ratio of earnings to combined
fixed charges and preferred
stock dividends (j) 1.11 NA NA
Balance Sheet Data:
Cash and cash equivalents $ 22.7 $ 23.3 $ 29.3
Intangible assets, net 836.2 851.3 891.1
Total assets 1,640.9 1,658.5 1,917.0
Long-term obligations and
redeemable preferred stock (g) 1,136.1 1,200.1 1,089.4
Due to affiliates (h) 1.7 2.2 190.5
Total shareholders' equity 154.4 129.1 258.1
YEAR ENDED DECEMBER 31,
------------------------------
1995 (a) 1994(b)
------------------------------
(Dollars in millions, except per share amounts)
Statement of Operations Data:
Net sales (c) $ 1,513.5 $ 929.4
Gross profit 489.2 332.4
Operating income (loss) 67.2(e) 109.9
Earnings (loss) before
extraordinary loss (4.0) 30.1
Extraordinary loss (8.3)(f) --
--------- ---------
Net earnings (loss) $ (12.3) $ 30.1
========= =========
Earnings (loss) per common share
before extraordinary loss $ (0.03) $ 0.36
Extraordinary loss per common
share (0.08) --
---------- ---------
Net earnings (loss) per common
share $ (0.11) $ 0.36
========== ==========
Dividends per common share $ -- $ 0.08
Weighted average common shares
outstanding (in thousands) 110,579 84,754
Ratio of earnings to combined
fixed charges and preferred
stock dividends (j) 1.04 2.20
Balance Sheet Data:
Cash and cash equivalents $ 16.4 $ 26.8
Intangible assets, net 916.7 551.9
Total assets 1,837.2 1,012.7
Long-term obligations and
redeemable preferred stock (g) 948.6 583.0
Due to affiliates (h) 0.9 --
Total shareholders' equity 411.6 166.0
(a) In April 1995, the Company completed a merger with Roche
Biomedical Laboratories, Inc. ("RBL"), an indirect subsidiary of
Roche Holdings, Inc. (Roche), pursuant to an Agreement and Plan of
Merger dated as of December 13, 1994 (the "Merger"). RBL's results
of operations have been included in the Company's results of
operations since April 28, 1995. In connection with the Merger, the
Company changed its name from National Health Laboratories Holdings,
Inc. ("NHL") to Laboratory Corporation of America Holdings.
(b) In June 1994, the Company completed the acquisition of Allied
Clinical Laboratories, Inc., then the sixth largest independent
clinical laboratory testing company in the United States. Allied's
results of operations have been included in the Company's results of
operations since June 23, 1994.
(c) In 1998, the Company reclassified the following amounts to
selling, general and administrative expenses from net sales
adjustments to be consistent with the 1998 classification: $61.0,
1997; $68.5, 1996; $81.5, 1995, and $56.9 for 1994. The
reclassification had no effect on operating income.
(d) In the second quarter of 1996, the Company recorded certain pre-
tax charges of a non-recurring nature including additional charges
related to the restructuring of operations following the Merger.
The Company recorded a restructuring charge totaling $13.0 million
for the shutdown of its La Jolla, California administrative facility
and other workforce reductions. In addition, the Company recorded
$10.0 million in non-recurring charges in the second quarter of 1996
related to the integration of its operations following the Merger.
See Note 2 of the Notes to Consolidated Financial Statements. As a
result of negotiations with the OIG and DOJ related to the 1996
Government Settlement, the Company recorded the Settlement Charge of
$185.0 million in the third quarter of 1996 to increase accruals for
settlements and related expenses of government and private claims
resulting from these investigations.
(e) In 1995, following the Merger, the Company determined that it
would be beneficial to close certain laboratory facilities and
eliminate duplicate functions in certain geographic regions where
duplicate NHL and RBL facilities or functions existed at the time of
the Merger. The Company recorded pre-tax restructuring charges of
$65.0 million in connection with these plans. See Note 2 of the
Notes to Consolidated Financial Statements which sets forth the
Company's restructuring activities for the years ended December 31,
1998 and 1997. Also in 1995, the Company recorded a pre-tax special
charge of $10.0 million in connection with the estimated costs of
settling various claims pending against the Company, substantially
all of which were billing disputes with various third party payors
relating to the contention that NHL improperly included tests for
HDL cholesterol and serum ferritin in its basic test profile without
clearly offering an alternative profile that did not include these
medical tests. As of December 31, 1998, the majority of these
disputes have been settled.
(f) In connection with the repayment in 1995 of existing revolving
credit and term loan facilities in connection with the Merger, the
Company recorded an extraordinary loss of approximately $13.5
million ($8.3 million, net of tax), consisting of the write-off of
deferred financing costs, related to the early extinguishment of
debt.
(g) Long term obligations include capital lease obligations of $4.2
million, $5.8 million, $9.8 million, $9.6 million and $9.8 million
at December 31, 1998, 1997, 1996, 1995 and 1994, respectively. Long-
term obligations also include the long-term portion of the expected
value of future contractual amounts to be paid to the
former principals of acquired laboratories. Such payments are
principally based on a percentage of future revenues derived from
the acquired customer lists or specified amounts to be paid over a
period of time. At December 31, 1998, 1997, 1996, 1995 and 1994,
such amounts were $7.7 million, $9.6 million, $14.8 million, $14.7
million and $8.5 million, respectively. Long term obligations
exclude amounts due to affiliates.
(h) In December 1996, Roche loaned $187.0 million to the Company to
fund the Settlement Payment in the form of a promissory note. Such
note bore interest at a rate of 6.625% per annum and was repaid in
June, 1997 with proceeds from the Preferred Stock Offering. The
remaining amounts shown represent trade payables to affiliated
companies.
(i) During the fourth quarter of 1997 the Company recorded a
provision for doubtful accounts of $182.0 million, which was
approximately $160.0 million greater than the amount recorded in the
fourth quarter of 1996 and a $22.7 million provision for
restructuring certain laboratory operations.
(j) For the purpose of calculating the ratio of earnings to
combined fixed charges and preferred stock dividends (i) earnings
consist of income before provision for income taxes and fixed
charges and (ii) fixed charges consist of interest expense and one-
third of rental expense which is deemed representative of an
interest factor. For the years ended December 31, 1997 and 1996,
earnings were insufficient to cover fixed charges and preferred stock
dividends by $196.8 million and $188.3 million, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
In 1998, the Company expanded its testing services through
various strategic growth initiatives. The Company acquired the
clinical laboratory division of Michigan-based Universal Standard
Healthcare, Inc. (UHCI), Delaware-based Medlab, and Florida-based
Coastal Medical. The acquisition of UHCI makes the Company one of
the largest clinical laboratories operating in Michigan (UHCI's
laboratory had 1997 revenue of approximately $37 million). The
Company also acquired an equity position in UHCI and has become
UHCI's clinical laboratory testing provider under a two-year
marketing agreement. The acquisition of Medlab makes the Company
the largest provider of clinical laboratory testing services in
Delaware (prior to the acquisition, Medlab had annual revenue of
approximately $22 million) and the acquisition of Coastal Medical
represents approximately $3 million in annual preacquisition
revenues.
For the 1998 year, the Company estimates these three
acquisitions contributed approximately $18 million to net sales.
Going forward, annualized revenues from these acquisitions are
projected to be in the range of $38 to $40 million.
In the second quarter of 1998, the Company signed a multi-year
agreement with Health Options, Inc., Blue Cross and Blue Shield of
Florida's health maintenance organization (HMO), to provide
laboratory services to more than 700,000 HMO members. Further
enhancing its presence in Florida, the Company agreed to provide
clinical laboratory testing and other services to more than 800,000
members of Humana Medical Plans, Inc. covered by designated Humana
commercial HMO's, insurance plans, and Medicaid and Medicare HMO's
beginning July 1, 1998.
Also in the second quarter of 1998, the Company announced an
exclusive partnership with Virco, a Belgian-based biotechnology
company, to offer important new tests that will provide physicians
with data to evaluate resistance of HIV to antiretroviral drugs.
The Company is planning to offer Virco's new phenotyping technology
in addition to genotyping testing, which identifies genetic
mutations that can signify drug resistance. The Company will have
exclusive access to the first HIV resistance database that directly
relates genotypic analysis to phenotypic interpretation. Developed
by Virco, the Company believes the database provides the most useful
guide for AIDS-treating physicians to date.
The decision to sell the Company's veterinary testing business
to Antech Diagnostics in the first quarter of 1998 was consistent
with the Company's strategy to reposition resources to optimize
growth and profitability. Under the terms of the sales agreement,
the Company retained the animal studies portion of the business for
clinical trials testing, which continues to be one of the Company's
targeted opportunities for growth. The veterinary testing business
had historically generated annual revenues of approximately $11
million to $12 million.
The Company's industry continues to be affected by significant
government regulation, price competition and increased influence of
managed care organizations. Many market-based changes in the
clinical laboratory business have occurred, most involving the shift
away from traditional, fee-for-service medicine to managed-cost
health care. The growth of the managed care sector presents various
challenges to the Company and other independent clinical
laboratories such as increased discounts and the use of capitated
payment contracts. These practices negatively impact the Company's
operating margins. The increase in managed care has also resulted
in declines in the utilization of laboratory testing services. As a
result of these challenges, the Company continues to seek new growth
opportunities in an effort to increase profitability.
As of April 1, 1997, the Health Care Financing Administration
put into effect new policies which affect Medicare payments to
clinical laboratories for the most frequently performed automated
blood chemistry profiles. These changes established a new coding
standard for the content of the automated chemistry profiles. To
comply with these changes, the Company developed and implemented a
new universal test requisition and standard test offerings which
successfully incorporated all required changes by the July 1, 1998
deadline. Estimated direct costs associated with these changes are
over $5.0 million. The Company is unable to estimate the indirect
costs associated with these changes. However, personnel time and
effort to introduce the new forms to clients and provide training
and support has been significant.
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. The Company does
not believe it has experienced any significant revenue impact from
this new rule. The Company will continue to monitor this issue
going forward.
IMPACT OF THE YEAR 2000 ISSUE
The Company has an ongoing work effort to identify and
remediate data recognition problems that will be caused in computer
systems, software, and lab equipment by the change in date from the
year 1999 to the year 2000. The Company is also working to address
potential problems in systems and equipment that contain imbedded
hardware or software that may have a time element (referred to as
"non-IT" systems). The Company's Year 2000 project has five phases:
i) inventory of the business critical functional equipment and
systems affected by the Year 2000 issue; ii) assessment of the key
elements identified by the inventory including development of
strategies to address affected critical equipment and systems; iii)
contingency planning; iv) remediation of affected equipment and
systems; and v) testing and validation of its systems for Year 2000
date recognition.
Contingency planning is scheduled to be completed during the
second quarter of 1999. Completion of all material phases for
remediation for business critical equipment is scheduled for June
30, 1999. All material phases for testing and validation for
business critical equipment and systems is scheduled to be completed
by the end of the third quarter of 1999.
The Company is also working to assess Year 2000 readiness on
the part of its significant service providers, vendors, suppliers,
customers and governmental entities. There can be no guarantee that
the failure by these other companies to successfully and timely
achieve Year 2000 compliance would not have an adverse effect on the
Company's operations.
The total cost associated with required Year 2000 modifications
and related activities is not expected to be material to the
Company's financial position and is expected to be funded through
capital and operating cash flows. It is currently estimated that
the total future expenditures specifically relating to the Year 2000
project will be between $20 and $25 with approximately $3.0 having
been spent through December 31, 1998. The amounts required to
address Year 2000 readiness do not include significant investments
in new systems which have been and are being incurred in the normal
course of business and are Year 2000 compliant.
The estimates and conclusions herein contain forward-looking
statements and are based on management's best estimates of future
events. The failure to correct a material Year 2000 problem could
result in an interruption in, or a failure of, certain normal
business activities or operations. Such failures could materially
and adversely affect the Company's results of operation, liquidity
and financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of the
Year 2000 readiness of third-party suppliers and customers, the
Company is unable to determine at this time whether the consequences
of Year 2000 failures will have a material impact on the Company's
results of operations, liquidity or financial condition.
SEASONALITY
Volume of testing generally declines during the summer months,
year-end holiday periods and other major holidays, resulting in net
revenues and cash flows in the third and fourth quarter below the
annual average. In addition, volume declines due to inclement
weather may reduce net revenues and cash flows. Therefore,
comparison of the results of successive quarters may not accurately
reflect trends or results for the full year.
RESULTS OF OPERATIONS
Year ended December 31, 1998 compared with Year ended December 31,
1997.
Net sales for 1998 were $1,612.6 million, an increase of
approximately 2.0% from $1,579.9 million reported in the comparable
1997 period. Sales increased 3.2% due to an increase in price per
accession, which was a direct result of the Company's effort to
negotiate better pricing on new contracts, raising prices on
existing contracts that do not meet Company profitability targets
and other pricing initiatives discussed in the "General" section
above. This increase was offset by a 1.2% decline in sales as a
result of lower testing volume, resulting from industry-wide trends
as well as the Company's program of selectively eliminating
unprofitable accounts and carefully evaluating the acceptability of
new business.
Cost of sales, which includes primarily laboratory and
distribution costs, was $1,049.2 million for 1998 compared to
$1,080.5 million in the corresponding 1997 period, a decrease of
2.9%. Cost of sales decreased approximately $22.4 million due to a
decrease in testing supplies, approximately $12.9 million due to the
decrease in volume, and approximately $4.6 million due to a decrease
in consulting fees. These decreases were partially offset by an
increase in salaries due to scheduled salary increases as well as
the Michigan and Delaware acquisitions. The reduction in testing
supplies is the result of ongoing efforts by the Company to
consolidate suppliers and inventory item usage. There can be no
assurance that the Company can achieve this level of reduction in the
future. Cost of sales as a percentage of net sales was 65.1% for 1998
and 68.4% 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 decreased to
$405.0 million in 1998 from $538.1 million in the same period in
1997 representing a decrease of $133.1 million or 24.7%. Selling,
general and administrative expenses were 25.1% and 34.1% as a
percentage of net sales in 1998 and 1997, respectively. The
decrease in selling, general and administrative expenses is primarily
the result of the decrease in the provision for doubtful accounts of $146.8
million from the amount recorded in 1997. This decrease was partially
offset by increases in 1998 in personnel expenses ($13.0 million), bad debt
expense ($11.3 million) and telephone ($2.0 million).
Net interest expense was $46.1 million in 1998 compared to
$69.3 million in 1997. See "Liquidity and Capital Resources."
Provision for income taxes was a benefit of $12.7 million in
1998 compared to a tax expense of $54.4 million in 1997. See "Note
11 to Consolidated Financial Statements" for a further discussion of
income taxes.
Year ended December 31, 1997 compared with Year ended December 31,
1996.
Net sales for 1997 were $1,579.9 million, a decrease of
approximately 5.7% from $1,676.2 million reported in the comparable
1996 period. Sales declined approximately 6.5% as a result of lower
testing volume, which was a result of industry-wide trends as well
as the Company's program of selectively eliminating unprofitable
accounts and carefully evaluating the acceptability of new business.
The decline in sales resulting from volume declines was partially
offset by an increase in price per accession of approximately 1.0%
from the comparable 1996 period. The increase in the price per
accession was a direct result of the Company's effort to negotiate
better pricing on new contracts, raising prices on existing
contracts that do not meet Company profitability targets and other
pricing initiatives discussed in the "General" section above.
Cost of sales, which includes primarily laboratory and
distribution costs, was $1,080.5 million for 1997 compared to
$1,183.9 million in the corresponding 1996 period, a decrease of
8.7%. Cost of sales decreased approximately $76.1 million due to the
decrease in volume, approximately $21.3 million due to a decrease in
salaries and benefits and approximately $13.8 million primarily
relating to data processing supplies, request forms and freight
expense as a result of the Company's cost reduction programs and
lower volume. These decreases were partially offset by an increase
in salaries due to scheduled salary increases and supply costs
resulting primarily from an increase in volume in the Company's
specialty and niche testing areas. Cost of sales as a percentage of
net sales was 68.4% for 1997 and 70.6% in the corresponding 1996
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
$538.1 million in 1997 from $373.5 million in the same period in
1996 representing an increase of $164.6 million or 44.1%. The
increase in 1997 was partially offset by decreases in telephone and
insurance categories aggregating approximately $33.4 million. During
the fourth quarter of 1997, the Company recorded a provision for
doubtful accounts of $182.0 million, which was approximately $160.0
million greater than the amount recorded in the fourth quarter of
1996. This charge was made to increase the allowance for doubtful
accounts to a level that management believes is appropriate to
reduce its accounts receivable to the net amount that management
believes will ultimately be collected.
Selling, general and administrative expenses were 34.1% and
22.3% as a percentage of net sales in 1997 and 1996, respectively.
The increase in the selling, general and administrative percentage
primarily resulted from increased employee and consulting expenses
related to billing and collection activities and the increases in
the provision for doubtful accounts discussed above and, to a lesser
extent, from a reduction in net sales due to utilization declines,
which provided little corresponding reduction in costs.
The Company has experienced a deterioration in the timeliness
of cash collections and a corresponding increase in accounts
receivable. The primary causes of this situation are 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). Management previously believed that this
deterioration in the timeliness of cash collections would not have
any significant impact on the ultimate collectability of the
receivables.
In late 1996, to address the deteriorating cash collections,
management developed various short-term improvement projects
("initiatives") that it anticipated would improve the timeliness of
collections by the end of 1997. Initially, it appeared that these
initiatives were having a positive impact, as the growth in the
Company's Days' Sales Outstanding (DSO) stabilized in the first and
second quarters of 1997. However, during the third quarter of 1997,
despite continuing focused efforts on the initiatives, the Company's
DSO began increasing again. In response, management intensified its
efforts on the aforementioned initiatives and added new initiatives
for the purpose of significantly lowering the DSO by December 31,
1997.
In the fourth quarter of 1997, management evaluated the
initiatives' overall effect and concluded that, while helpful in
improving certain processes, they had not had any significant impact
on improving the Company's cash collections on aged receivables. In
recognition of the Company's inability to enhance collections on a
sustained basis, an increase in the allowance for doubtful accounts
was considered necessary by management.
The Company also recorded pre-tax charges in the fourth quarter
of 1997 of $22.7 million, related primarily to the downsizing of its
Long Island, New York facility and the future consolidation into its
Raritan, New Jersey facility.
In the second quarter of 1996, the Company recorded additional
pre-tax charges related to the restructuring of operations. The
Company recorded a restructuring charge totaling $13.0 million for
the shutdown of its La Jolla, California administrative facility and
other workforce reductions. In addition, the Company recorded $10.0
million of non-recurring charges in the second quarter of 1996
related to the abandonment of certain data processing systems,
relocation of its principal drug testing facility and various other
items, including the write-off of certain laboratory testing
supplies related to changes in testing methodologies designed to
increase efficiency.
As a result of negotiations related to the 1996 Government
Settlement, the Company recorded the Settlement Charge of $185.0
million in the third quarter of 1996 to increase reserves for the
1996 Government Settlement described above.
Net interest expense was $69.3 million in 1997 compared to
$69.5 million in 1996. See "Liquidity and Capital Resources."
As a result of the bad debt and restructuring and non-recurring
charges taken in 1997 and 1996, the provision for income taxes is
not comparable between periods. However, before charges, the
Company's effective income tax rate in 1997 increased from 1996 as a
result of net loss carry back limitations. See "Note 11 to
Consolidated Financial Statements" for a further discussion of
income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by (used for)operating activities was $125.1
million, $144.4 million and $(174.5) million, in 1998, 1997 and
1996, respectively. The decrease in cash flow from operations in
1998 primarily resulted from increases in accounts receivable,
offset by changes in income taxes.
Capital expenditures were $58.7 million, $34.5 million and
$69.9 million for 1998, 1997 and 1996, respectively. The Company
expects capital expenditures to be approximately $72.5 million in
1999. These expenditures are intended to continue to improve
billing systems and further automate laboratory processes. Such
expenditures are expected to be funded by cash flow from operations
as well as borrowings under the Company's credit facilities.
The Company's days sales outstanding (DSO) at the end of 1998
was 83 days, compared to 79 days at the end of 1997. The DSO
increase is primarily related to anticipated billing delays in
connection with the acquisitions in Michigan and Delaware. Obtaining
required licenses and private certifications, as well as
transitioning accounts onto the Company's systems, caused delays by
several months in billing customers. All bills were out to
customers by the end of the year.
During the fourth quarter of 1998, the Company increased its
bad debt expense in response to a fourth quarter decline in cash
collection rates. The decline was related to delays in payment from
several large managed care and hospital payors, as well as claim
submission issues which are now being rectified. In addition, the
Company has two specific locations that have poorer than average
performance in the area of cash collections which represent
approximately 20% of total outstanding accounts receivable. The
Company is taking necessary steps to improve DSO and cash
collections in these locations by:
- Converting both locations to a centralized billing system. The
New York facility was converted one month ahead of schedule on
February 1, 1999 and the northern Virginia facility is scheduled to
be converted during 1999;
- Assigning focused, cross functional billing operations teams to
implement best practices throughout the company, with particular
emphasis on areas with higher DSOs; and
- Identifying solutions to improve payment by slow managed care
and hospital payors.
With the completion of the New York facility conversion,
approximately 55% of the Company's billings are performed on the
Company's centralized system. By the end of the year, Management
anticipates that approximately 70% of billings will be performed on
that system.
The Company expects that these conversions will lower DSO and
have a positive impact on the timing of cash collections. The positive
effects of these conversions will most likely be realized some time after
the completion of the conversions. There can be no assurance that the
planned billing conversions will improve the Company's DSO and cash
collections.
Based on current and projected levels of operations, coupled
with availability under its revolving credit facility, the Company
believes it has sufficient liquidity to meet both its short-term and
long-term cash needs. For a discussion of the Company's long-term
debt and revolving credit facility, see "Note 9 to Consolidated
Financial Statements."
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 evidences
Congress' determination that the disclosure of forward-looking
information is desirable for investors and encourages such
disclosure by providing a safe harbor for forward-looking statements
by corporate management. This Annual Report, including the Letter
to Our Shareholders and the Management's Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-
looking statements that involve risk and uncertainty. In order to
comply with the terms of the safe harbor, the Company notes that a
variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking
statements.
The risks and uncertainties that may affect the operations,
performance, development, growth projections and results of the
Company's business include, but are not limited to, the growth of
the economy, interest rate movements, timely development by the
Company of technology enhancements of its operating systems, the
impact of competitive services and pricing, customer business
requirements, Congressional legislation and similar matters.
Readers of this report are cautioned not to place undue reliance on
forward-looking statements which are subject to influence by the
named risk factors and unanticipated future events. Actual results,
accordingly, may differ materially from management expectations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Index on Page F-1 of the
Financial Report included herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
The information required by Part III, Items 10 through 13, of
Form 10-K is incorporated by reference from the registrant's
definitive proxy statement for its 1999 annual meeting of
stockholders, which is to be filed pursuant to Regulation 14A not
later than April 30, 1999.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements and Independent
Auditors' Reports included herein:
See Index on page F-1
(2) Financial Statement Schedules:
See Index on page F-1
All other schedules are omitted as they are inapplicable or the
required information is furnished in the Consolidated Financial
Statements or notes thereto.
(3) Index to and List of Exhibits
(a) Exhibits:*
Exhibits 10.1 through 10.3 and 10.6 through 10.13 are
management contracts or compensatory plans or arrangements.
2.1 - Agreement and Plan of Merger among the Company, NHL Sub
Acquisition Corp. and NHLI (incorporated herein by reference
to the Company's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission
(the "Commission") on March 14, 1994, File No. 33-52655
(the "1994 S-4")).
2.2 - Agreement and Plan of Merger dated as of May 3, 1994 of NHLI
and N Acquisition Corp. (incorporated herein by reference
to Exhibit (c)(1) of Schedule 14D-1 and Schedule 13D
("Schedule 14D-1 and Schedule 13D") filed with the
Commission on May 9, 1994).
2.3 - Agreement dated as of June 7, 1994, among N Acquisition
Corp., the Company and NHLI (incorporated herein by reference
to Exhibit (c)(7) of amendment No. 2 to Schedule 14D-1 and
Schedule 13D of NHLI and N Acquisition Corp filed
with the Commission on June 8, 1994).
2.4 - Agreement and Plan of Merger dated as of December 13, 1994
among the Company, HLR Holdings Inc., Roche Biomedical
Laboratories, Inc. and (for the purposes stated therein)
Hoffmann-La Roche Inc. (incorporated herein by reference to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 filed with the Commission on
March 3, 1995, File No. 1-11353 (the "1994 10-K")).
2.5 - Stock Purchase Agreement dated December 30, 1994 between
Reference Pathology Holding Company, Inc. and Allied Clinical
Laboratories, Inc. ("Allied") (incorporated herein by
reference to the 1994 10-K).
3.1 - Certificate of Incorporation of the Company (amended pursuant
to a Certificate of Merger filed on April 28, 1995)
(incorporated by reference herein to the report on Form 8-K
dated April 28, 1995, filed with the Commission on
May 12, 1995, File No. 1-11353 (the "April 28, 1995
Form 8-K")).
3.2 - Amended and Restated By-Laws of the Company (incorporated
herein by reference to the April 28, 1995 Form 8-K).
4.1 - Warrant Agreement dated as of April 10, 1995 between the
Company and American Stock Transfer & Trust Company
(incorporated herein by reference to the April 28, 1995
Form 8-K).
4.2 - Specimen of the Company's Warrant Certificate (included in
the Exhibit to the Warrant Agreement included therein as
Exhibit 4.1 hereto) (incorporated herein by reference to the
April 28, 1995 Form 8-K).
4.3 - Specimen of the Company's Common Stock Certificate
(incorporated herein by reference to the April 28, 1995
Form 8-K).
10.1 - National Health Laboratories Incorporated Employees' Savings
and Investment Plan (incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1991 filed with the Commission on February 13,
1992, File No. 1-10740** (the "1991 10-K")).
10.2 - National Health Laboratories Incorporated Employees'
Retirement Plan (incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1992 filed with the Commission on March 26,
1993, File No. 1-10740 (the "1992 10-K")).
10.3 - National Health Laboratories Incorporated Pension
Equalization Plan (incorporated herein by reference to the
1992 10-K).
10.4 - Settlement Agreement dated December 18, 1992 between the
Company and the United States of America (incorporated herein
by reference to the 1992 10-K).
10.5 - Settlement Agreement dated November 21, 1996 between the
Company and the United States of America.
10.6 - National Health Laboratories 1988 Stock Option Plan, as
amended (incorporated herein by reference to the Company's
Registration Statement on Form S-1 (No. 33-35782) filed
with the Commission on July 9, 1990 (the "1990 S-1")).
10.7 - National Health Laboratories 1994 Stock Option Plan
(incorporated herein by reference to the Company's
Registration Statement on Form S-8 filed with the
Commission on August 12, 1994, File No. 33-55065).
10.8 - Laboratory Corporation of America Holdings Performance Unit
Plan (incorporated by reference to Annex II of the Company's
1995 Annual Proxy Statement filed with the Commission on
August 17, 1995 (the "1995 Proxy")).
10.9 - Laboratory Corporation of America Holdings Annual Bonus
Incentive Plan (incorporated by reference to Annex III of the
1995 Proxy).
10.10 - Laboratory Corporation of America Holdings Master Senior
Executive Severance Plan (incorporated herein by reference to
the report on Form 8-K dated October 24, 1996 (the "October
24, 1996 8-K") filed with the Commission on October 24,
1996, File No. 1-11353).
10.11 - Special Severance Agreement dated June 28, 1996 between the
Company and Timothy J. Brodnik (incorporated herein by
reference to the October 24, 1996 8-K).
10.12 - Special Severance Agreement dated July 12, 1996 between the
Company and John F. Markus (incorporated herein by reference
to the October 24, 1996 8-K).
10.13 - Special Severance Agreement dated June 28, 1996 between the
Company and Robert E. Whalen (incorporated herein by
reference to the October 24, 1996 8-K).
10.14 - Tax Allocation Agreement dated as of June 26, 1990 between
MacAndrews & Forbes Holding Inc., Revlon Group Incorporated,
New Revlon Holdings, Inc. and the subsidiaries of Revlon set
forth on Schedule A thereto (incorporated herein by reference
to the 1990 S-1).
10.15 - Loan Agreement dated August 1, 1991 among the Company,
Frequency Property Corp. and Swiss Bank Corporation, New York
Branch (incorporated herein by reference to the 1991 10-K).
10.16 - Sharing and Call Option Agreement dated as of December 13,
1994 among HLR Holdings Inc., Roche Biomedical Laboratories,
Inc., Mafco Holdings Inc., National Health Care Group, Inc.
and (for the purposes stated therein) the Company
(incorporated by reference herein to the 1994 10-K).
10.17 - Stockholder Agreement dated as of April 28, 1995 among the
Company, HLR Holdings Inc., Hoffmann-La Roche Inc. and Roche
Holdings, Inc. (incorporated herein by reference to the
April 28, 1995 Form 8-K).
10.18 - Exchange Agent Agreement dated as of April 28, 1995 between
the Company and American Stock Transfer & Trust Company
(incorporated herein by reference to the April 28, 1995
Form 8-K).
10.19 - Credit Agreement dated as of April 28, 1995, among the
Company, the banks named therein, and Credit Suisse
(New York Branch), as Administrative Agent (incorporated
herein by reference to the April 28, 1995 Form 8-K).
10.20 - First Amendment to Credit Agreement dated as of September 8,
1995 among the Company, the banks named therein, and Credit
Suisse (New York Branch), as Administrative Agent
(incorporated by reference herein to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1995 filed with the Commission on November 14, 1995, File
No. 1-11353).
10.21 - Second Amendment to Credit Agreement dated as of February 16,
1996 among the Company, the banks named therein, and Credit
Suisse (New York Branch), as Administrative Agent
(incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995 filed with the Commission on
March 29, 1996, File No. 1-11353).
10.22 - Third Amendment and Second Waiver to Credit Agreement dated
as of July 10, 1996 among the Company, the banks named
therein and Credit Suisse (New York Branch) as Administrative
Agent (incorporated herein by reference to the
Company's quarterly report on Form 10-Q for the
quarter ended June 30, 1996 filed with the
Commission on August 14, 1996, File No. 1-11353).
10.23 - Fourth Amendment to the Credit Agreement dated as of
September 23, 1996 among the Company, the banks named therein
and Credit Suisse (New York Branch), as Administrative Agent
(incorporated herein by reference to the report in Form 8-K
dated September 23, 1996, filed with the Commission on
September 30, 1996, File No. 1-11353).
10.24 - Third Waiver to the Credit Agreement dated as of November 4,
1996 among the Company, the banks named therein and Credit
Suisse (New York Branch), as Administrative Agent
(incorporated herein by reference to the Company's
quarterly report on Form 10-Q for the quarter ended
September 30, 1996 filed with the Commission on November 14,
1996, File No. 1-11353).
10.25 - Fifth Amendment and Fourth Waiver to the Credit Agreement
dated as of December 23, 1996 among the Company, the banks
named therein and Credit Suisse (New York Branch), as
Administrative Agent (incorporated herein by reference to
the report on Form 8-K filed with the Commission on
January 6, 1997, File No.1-11353(the "January 6, 1997 8-K")).
10.26 - Fifth Waiver to the Credit Agreement dated as of January 27,
1997 among the Company, the banks named therein and Credit
Suisse (New York Branch) as Administrative Agent.
10.27 - Sixth Amendment and Waiver to the Credit Agreement dated as
of March 31, 1997 among the Company, the banks named therein
and Credit Suisse First Boston as Administrative Agent.
10.28 - Amended and Restated Credit Agreement dated as of March 31,
1997 among the Company, the banks named therein and Credit
Suisse First Boston as Administrative Agent.
10.29* - Second Amendment to the Amended and Restated Credit Agreement
dated as of February 25, 1998 among the Company, the banks
named therein and Credit Suisse First Boston as
Administrative Agent.
10.30 - Laboratory Corporation of America Holdings 1995 Stock Plan
for Non-Employee Directors (incorporated by reference
herein to the report of Form S-8 dated September 26, 1995,
filed with the Commission on September 26, 1995).
10.31 - Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan (incorporated by reference herein to
Annex I of the Company's 1996 Annual Proxy Statement filed
with the Commission on October 25, 1996.
10.32 - Promissory note dated December 30, 1996 between the Company
and Roche Holdings Inc. (incorporated herein by reference to
the January 6, 1997 8-K).
10.33 - First Amendment to promissory note given by the Company to
Roche Holdings Inc.
10.34* - Support Agreement between Roche Biomedical Laboratories, Inc.
and Hoffmann-La Roche Inc., dated as of April 27, 1995.
10.35* - First Amendment to Support Agreement between Roche Biomedical
Laboratories, Inc. and Hoffmann-La Roche Inc., dated as of
July 26, 1995.
10.36* - Second Amendment to Support Agreement between Laboratory
Corporation of America Holdings, Hoffmann-La Roche Inc.,
Roche Molecular Systems, Inc. and Roche Diagnostic Systems,
Inc., dated as of January 1, 1997.
10.37* - Third Amendment to Support Agreement between Laboratory
Corporation of America Holdings, Hoffmann-La Roche Inc.,
Roche Molecular Systems, Inc. and Roche Diagnostic Systems,
Inc., dated as of October 1, 1997.
10.38* - Consulting Agreement between Laboratory Corporation of
America Holdings and its subsidiaries and affiliates and
Larry L. Leonard, dated as of September 1, 1998.
12.1* - Statement regarding Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends
21.1 - List of Subsidiaries of the Company
23.1* - Consent of PricewaterhouseCoopers LLP
23.2* - Consent of KPMG LLP
24.1* - Power of Attorney of Jean-Luc Belingard
24.2* - Power of Attorney of Wendy E. Lane
24.3* - Power of Attorney of Robert E. Mittelstaedt, Jr.
24.4* - Power of Attorney of James B. Powell, M.D.
24.5* - Power of Attorney of David B. Skinner
24.6* - Power of Attorney of Andrew G. Wallace, M.D.
27.1 - Financial Data Schedule (electronically filed version only).
27.2 - Restated Financial Data Schedule for September 30, 1998
(electronically filed version only).
27.3 - Restated Financial Data Schedule for June 30, 1998
(electronically filed version only).
27.4 - Restated Financial Data Schedule for March 31, 1998
(electronically filed version only).
27.5 - Restated Financial Data Schedule for December 31, 1997
(electronically filed version only).
27.6 - Restated Financial Data Schedule for September 30, 1997
(electronically filed version only).
27.7 - Restated Financial Data Schedule for June 30, 1997
(electronically filed version only).
27.8 - Restated Financial Data Schedule for March 31, 1997
(electronically filed version only).
27.9 - Restated Financial Data Schedule for December 31, 1996
(electronically filed version only).
(b) Reports on Form 8-K
(1) A current report on Form 8-K dated October 27, 1998 was
filed on November 23, 1998, by the registrant, in
connection with the press release dated October 27, 1998 announcing
operating results of the Company for the quarter and nine months
ended September 30, 1998.
(2) A current report on Form 8-K dated December 16, 1998 was
filed on December 30, 1998, by the registrant, in connection
with the press release dated December 16, 1998, announcing that its
Board of Directors has declared dividends on the Company's 8 1/2%
Series A Convertible Exchangeable Preferred Stock and the Company's
8 1/2% Series B Convertible Pay-in-Kind Preferred Stock.
* Filed herewith.
** Previously filed under File No. 0-17031 which has been
corrected to File No. 1-10740.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company 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 of the Board, President
and Chief Executive Officer
Dated: March 8, 1999
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on March
8, 1999 in the capacities indicated.
Signature Title
--------- -----
/s/ THOMAS P. MAC MAHON
- ------------------------------------- Chairman of the Board,
Thomas P. Mac Mahon President and Chief
Executive Officer
(Principal Executive Officer)
/s/ WESLEY R. ELINGBURG
- ------------------------------------- Executive Vice President,
Wesley R. Elingburg Chief Financial Officer
and Treasurer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ JEAN-LUC BELINGARD*
- ------------------------------------- Director
Jean-Luc Belingard
/s/ WENDY E. LANE*
- ------------------------------------- Director
Wendy E. Lane
/s/ ROBERT E. MITTELSTAEDT, JR.*
- ------------------------------------- Director
Robert E. Mittelstaedt, Jr.
/s/ JAMES B. POWELL, M.D.*
- ------------------------------------- Director
James B. Powell, M.D.
/s/ DAVID B. SKINNER, M.D.*
- ------------------------------------- Director
David B. Skinner, M.D.
/s/ ANDREW G. WALLACE, M.D.*
- ------------------------------------- Director
Andrew G. Wallace, M.D.
* Bradford T. Smith, by his signing his name hereto, does hereby
sign this report on behalf of the directors of the Registrant after
whose typed names asterisks appear, pursuant to powers of attorney
duly executed by such directors and filed with the Securities and
Exchange Commission.
By:/s/ BRADFORD T. SMITH
---------------------
Bradford T. Smith
Attorney-in-fact
EXHIBIT 10.34
SUPPORT AGREEMENT
-----------------
AGREEMENT made this 27th day of April, 1995, by and between
Roche Biomedical Laboratories, Inc. a New Jersey Corporation ("RBL")
and Hoffmann-La Roche Inc., a New Jersey Corporation ("Roche").
WITNESSETH:
WHEREAS, RBL, National Health Laboratories Holdings Inc.
("NHL"), HLR Holdings Inc. ("HLR") and (for the purposes specified
therein) Roche have entered into an Agreement and Plan of Merger
dated as of December 13, 1994 (the "Merger Agreement") providing
for, among other things, the merger of RBL with and into NHL (the
"Merger"); and
WHEREAS, NHL has mailed to its stockholders a Proxy
Statement/Prospectus in connection with the solicitation of proxies
by the Board of Directors of NHL for use at the special meeting of
stockholders of NHL to be held on April 28, 1995 (the "NHL Meeting")
to consider and vote upon, among other things, the approval and
adoption of the Merger Agreement; and
WHEREAS, upon the approval by the NHL stockholders of the
Merger Agreement, the Merger is anticipated to be consummated on or
about April 28, 1995 (the "Effective Time"); and
WHEREAS, Roche, as an indirect parent of RBL, has been
providing certain general and administrative support services to RBL
and the parties hereto wish to enter into this Support Agreement
pursuant to which Roche shall continue to provide certain of these
support services to RBL (the "Support Services") following the
Effective Time of the Merger; and
WHEREAS, the purpose of this Support Agreement is to further
define the terms and conditions under which such Support Services
shall be provided.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, and agreements contained herein, and other
good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. General Obligations
A. Roche. Roche agrees to use reasonable efforts to
provide the services set forth below with the same degree
of care and diligence that it applies to meet its own
internal needs for similar services and at the same
general level of support as is currently being provided to
RBL. Roche is not in the business of providing such
services to third parties and Roche's only obligations
hereunder shall be to use reasonable efforts to meet RBL's
needs in the same manner and with the same priority as it
uses its reasonable efforts to meet its own internal
needs.
B. RBL. RBL agrees to pay Roche the applicable amounts
set forth below for the various Support Services provided
under this Support Agreement. RBL agrees further that it
shall be solely responsible for its operations and that by
agreeing to provide support assistance Roche shall not
assume any responsibility to RBL or any third party for
any claims or damages arising, or alleged to arise, in
connection with such operations except if such claims or
damages are caused by Roche's breach or negligent failure
to fulfill its obligations hereunder. Provided, however,
in no event shall Roche be responsible for consequential
or special damages. Roche's exposure in connection with a
breach or alleged breach of this agreement to RBL and/or
any third party shall be limited to the amounts paid under
this Agreement to Roche by RBL.
C. Other Obligations of Roche. Pursuant to the Merger
Agreement and other agreements related thereto, Roche has
agreed to provide, directly or indirectly, certain
assistance and support to RBL following the Effective Time
of the Merger. Such support includes, but is not limited
to, cooperation on tax matters. The parties hereto agree
that this Support Agreement is in addition to such matters
and is not intended to restrict or otherwise affect any
such obligations of Roche.
2. Interim Trust Fund and Pension and Savings Plan
Administration
A. Roche. Roche agrees to provide interim trust fund and
pension and savings plan administration services for RBL
from the Effective Time of the Merger until such time as RBL
has the capability to assume such services. It is currently
anticipated that RBL shall be able to assume such services
no later than the fourth quarter of 1995. These services
shall include, but not be limited to, (i) administering the
RBL pension trust fund, (ii) administering the RBL pension
and savings plan, and (iii) training RBL personnel in all
aspects of the trust fund and pension and savings plan
administrative services currently being performed by Roche.
Roche and RBL agree that when the assets in the RBL pension
trust fund are transferred, the value of the assets
transferred shall be as of the Effective Time of the Merger,
plus contributions and any gain and minus disbursements and
any loss, from the Effective Time of the Merger until the
transfer.
B. Charges. The charges for the services set forth in
Section 2(A) above shall be as set forth in Section 7(N).
Any contributions required by law to be made to the
pension trust fund on RBL's behalf shall be prefunded by
wire transfer by RBL.
3. Interim Executive Compensation, Payroll Administration, and
Human Resource System Administration
A. Roche. Roche agrees to provide interim executive
compensation and payroll administration services for RBL
from the Effective Time of the Merger until such time as
RBL has the capability to assume such services or until
such time as NHL is able to assume such services. These
services shall include, but not be limited to, (i)
processing payrolls, commissions and other bonus runs,
including tax and other employee withholdings, and direct
deposit and check distributions (all of which shall be
prefunded by RBL by way of wire transfer), (ii)
administering the 401(K) Plan transmissions and
discrimination testing, (iii) processing 1995 W-2's, (iv)
administering United Way contributions, (v) reconciling
payroll bank accounts, (vi) maintaining and administering
the RBL human resource system, as well as assisting RBL in
converting its human resource system to the NHL human
resource system, and (vii) other such services currently
being provided. It is currently anticipated that RBL or
NHL shall be able to assume such services as of RBL's
first pay period of 1996.
B. Charges. The charges for the services set forth in
Section 3(A) above shall be follows: (i) One half of the
actual finance systems support charges for 1995 payroll
processing, assuming standard maintenance of these
systems in a shared mode with no enhancements or new
development; (ii) A unit charge of $.85 for each
check/EFT stub processed; (iii) A unit charge of $.85
for each W-2 processed; (iv) Actual charges incurred for
check stock, signature plates, forms (e.g. W-2's, SUI's)
and bank fees. In addition, if requested by RBL, Roche
will provide the following services to RBL at the hourly
labor charge set forth in Section 7(N): (i) Registering
NHL or its successor in all current RBL tax reporting
jurisdictions; and (ii) formally notifying jurisdictions
of the Merger and that tax deposits made by the
predecessor need to be transferred to the accounts of the
successor. Additional fees, if any, for executive
compensation administration services shall be agreed to
between the parties.
4. Interim Risk Management Services
A. Roche. Roche agrees to provide interim risk
management services for RBL from the Effective Time of the
Merger until the earlier of the expiration of such
insurance policies or the termination of such policies by
RBL, but no later than December 31, 1995. These services
shall include, but not be limited to, (i) processing
claims reported after the Effective Date, but based upon
acts, omissions, or events which occurred prior to the
Effective Date and which are covered under the Roche
occurrence based policies, (ii) assisting RBL in
obtaining and reviewing extended "tail" coverages for
prior Roche claims-made policies, and (iii) assisting RBL
in processing any claims which are reported and covered
under the above "tail" coverages.
B. Charges. The charges for the services set forth in
Section 4(A) above shall be as set forth in Section 7(N),
except that those services provided by the current Roche
Risk Services Manager shall be reimbursed at $100 an hour.
5. Taxes, Treasury, and Cash and Banking Services
A. Roche. Roche agrees to provide interim taxes,
treasury and cash and banking services for RBL after the
Effective Time of the Merger upon the request of RBL.
These services shall include, but not be limited to, (i)
providing support in connection with any Federal tax
audits regarding periods up to the Effective Time, (ii)
assisting RBL with its 1994 and short period 1995 Federal
tax return filings and related payments, and (iii)
providing certain bank sweep and funding services in the
event that such services become necessary. It is
currently anticipated that RBL shall be able to assume the
services set forth in Subsection (iii) above no later than
May 10, 1995.
B. Charges. The charges for the cash and banking
services set forth in Subsection (iii) above shall be as
set forth in Subsection 7(N). The charges for the tax
services listed in Subsections (i) and (ii) above shall be
as set forth in Subsection 7(N), except that the hourly
rates for Roche Staff shall be $45 per person, per hour.
6. General Transitional Support Services
A. Environmental Transitional Support Services. With
regard to any licenses or permits which are currently held
in the name of Roche for the benefit of RBL, Roche agrees
to assist RBL in obtaining any necessary new licenses or
permits or the transfer thereof, including any
environmental or underground tank licenses or permits.
RBL agrees to use due diligence to obtain or transfer the
above-referenced licenses and be responsible for any
related fees, and to locate and use facilities other than
Roche's facilities for any hazardous waste disposal.
B. Lab Delivery Service of New York City, Inc.("LDS").
Roche agrees to provide those services which it currently
provides as are necessary to maintain and support LDS in a
manner that will reasonably ensure that RBL can use LDS
and its employees for RBL's specimen transportation
services. However, RBL shall remain solely responsible
for all LDS operations, and RBL agrees to continue to
reimburse Roche for the above-referenced services provided
to LDS by Roche, including prefunding by wire transfer any
LDS employee payroll taxes or payments made by Roche. In
addition, RBL agrees to indemnify and hold Roche harmless
for any liabilities to Roche which may arise under the
Collective Bargaining Agreement dated December 4, 1992, by
and between LDS and Local 917, an affiliate of the
International Brotherhood of Teamsters, AFL-CIO (the
"Union Agreement") and any liabilities which may arise
from claims by LDS, its employees, RBL or third parties,
related to LDS, its employees or its operations. The
parties hereby agree to cooperate in good faith with one
another to address any issues which may exist concerning
LDS and the Union Agreement.
C. Additional Services. In addition to those Support
Services set forth above, Roche agrees to provide
additional support and consultation services to RBL at
RBL's reasonable request in order to ensure a smooth
transition of such services from Roche to RBL or NHL. It
is hereby agreed that such additional support shall
include, but not be limited to, providing RBL with such
records and information as is necessary for it to assume
such services. The charges for the services above shall
be as set forth in Section 7(N). For any legal services
provided by the Roche Law Department, a rate for such
services shall be agreed to in advance.
7. General Conditions
A. Additional Costs/Fees. It is the intent of the
parties that additional third party costs, including
outside consultants retained by Roche, related to the
Support Services provided hereunder by Roche shall be
borne by RBL. In the event a cost or fee of any third
party is required to support RBL's needs following the
Effective Time of the Merger it shall be RBL's obligation
to pay such costs or fees after notice from Roche (if
reasonably practicable) and an opportunity to approve such
costs or fees, unless Roche has expressly agreed in
writing herein to bear such costs.
B. Warranty/Limitation of Liability. The parties
understand and agree that all Support Services provided
hereunder are "as is" and Roche makes no warranty, express
or implied, with respect to such services, the results of
such services, or that any errors or program problems will
be corrected. Roche is not in the business of providing
the Support Services to be provided hereunder on a
commercial basis and the fees charged are intended to
reimburse Roche for its actual cost and do not incorporate
a charge to cover warranties, guarantees, or claims of RBL
or third party claims. In the event of a third party
action relating to work performed, if Roche is added as a
third party, assuming such action is not caused by or
related or incident to, or the result of Roche's default
or negligent failure to meet its obligations hereunder,
RBL agrees to indemnify and hold Roche and its agents and
employees harmless from and against all such liability,
including the cost of defense by counsel reasonably
acceptable to Roche and RBL.
C. Prefunding. In the event Roche prefunds any monies
on behalf of RBL under this Support Agreement, after
notice from Roche (if reasonably practicable) and an
opportunity by RBL to approve such prefunding, RBL shall
reimburse Roche based on LIBOR plus 37.5 basis points.
D. Travel and Living Expense. RBL agrees to pay all
reasonable travel and living expenses incurred in
accordance with Roche's current policy. Once on site,
Roche personnel charges shall accrue for actual hours
worked only.
E. Protection of Proprietary and Confidential
Information. While this Support Agreement is in effect
and thereafter, each party shall keep in confidence all
confidential or proprietary information disclosed to it by
the other party ("Information") and shall protect the same
from: (1) Any use except as authorized; or (2)
Disclosure to third parties except as required by law,
judicial or governmental authority. Each party shall
inform any affected employees of the confidential nature
of the Information and of the obligations of such party
and such employees under this Support Agreement. Upon the
discontinuance, termination or cancellation of this
Support Agreement, the Information shall be returned to
the disclosing party at such party's prior written request
or shall be destroyed and such party shall certify as to
such destruction.
F. Indemnification. Subject to the limitations set
forth within this Support Agreement, RBL agrees to defend,
indemnify, and hold Roche, its parent, subsidiaries,
affiliated and related companies, directors, officers,
employees, and agents wholly harmless from and against all
third party claims, losses, lawsuits, settlements,
demands, causes, judgments, expenses, and costs (including
reasonable attorney fees) arising under or in connection
with this Agreement to the extent that such costs and
liabilities are proximately caused by the negligence or
willful misconduct of RBL.
Subject to the limitations set forth within this
Support Agreement, Roche agrees to defend, indemnify, and
hold RBL, its parent, subsidiaries, affiliated and related
companies, directors, officers, employees, and agents
wholly harmless from and against all third party claims,
losses, lawsuits, settlements, demands, causes, judgments,
expenses, and costs (including reasonable attorney fees)
arising under or in connection with this Agreement to the
extent that such costs and liabilities are proximately
caused by the negligence or willful misconduct of Roche.
IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR
PUNITIVE DAMAGES, OR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL
DAMAGES (INCLUDING LOST PROFITS OR REVENUE).
G. Force Majeure. Roche's performance hereunder shall
be excused to the extent it is hindered or prevented due
to the following causes:
(1) Acts of God, including earthquakes, fire or
flood;
(2) Acts of any governmental authority;
(3) Acts of war, rebellion, sabotage,
riot, civil disorders or explosions; or
(4) Strikes or labor disputes.
H. Choice of Law. This Agreement shall be construed in
accordance with the Laws of the State of New Jersey
applicable to contracts made and to be performed wholly
within such State.
I. Assignment. Neither party may assign, delegate, or
transfer its rights or obligations hereunder without the
written consent of the other party.
J. Effectiveness; Merger. The effectiveness of this
Support Agreement is contingent upon the occurrence of the
Merger as of the Effective Time. If the Merger does not
occur as of the Effective Time, this Support Agreement
shall be void and of no force and effect. The terms and
conditions herein constitute the entire agreement between
the parties, other than the Merger Agreement or related
documents between the parties with respect to the matters
herein, and supersede all previous communications, whether
written or oral, between the parties with respect to the
subject matter hereof. No waiver, modification or
addition to this Support Agreement shall be valid unless
in writing and signed by an authorized representative of
the party to be charged. In the event of a conflict
between this Support Agreement and the Merger Agreement,
the Merger Agreement shall control.
K. Change in Law or Regulation. The terms of this
Support Agreement are intended to be in compliance with
all federal, state and local statutes, regulations or
ordinances applicable on the date the Support Agreement
takes effect. Should legal counsel for either party
reasonably conclude that any portion of this Support
Agreement is or may be in violation of such requirements,
or subsequent enactments by federal, state or local
authorities, or if any such interpretation, change or
proposed change materially alters the amount or method of
compensating Roche for performing the Support Services for
RBL, or materially increases the cost of Roche's
performance hereunder, this Support Agreement shall
terminate upon thirty (30) day's notice thereof to the
other party, unless within said thirty (30) day period the
parties agree to such modifications of the Support
Agreement as may be necessary to establish compliance with
such authorities or to reflect such change in compensation
or cost, if possible. The parties shall in good faith
attempt to reach an agreement to modify this Support
Agreement to establish compliance with such authorities or
to reflect such change in compensation or cost.
L. Billing. All charges shall be paid by RBL within
thirty (30) days of the receipt of each monthly invoice
from Roche, except for any funds to be wired pursuant to
this Support Agreement.
M. Notices. Any notice required to be given pursuant to
the terms and provision hereof shall be in writing and
shall be sent by certified or registered mail or overnight
deliver to RBL at:
Roche Biomedical Laboratories, Inc.
231 Maple Avenue
Burlington, North Carolina 27215
Attention: President
With a copy to:
Roche Biomedical Laboratories, Inc.
231 Maple Avenue
Burlington, North Carolina 27215
Attention: Division Counsel
And to Roche at:
Hoffmann-La Roche Inc.
340 Kingsland Street
Nutley, New Jersey 07110
Attention: Treasurer
With a copy to:
Hoffmann-La Roche Inc.
340 Kingsland Street
Nutley, New Jersey 07110
Attention: General Counsel
N. General Charges. Unless otherwise specified herein
or unless otherwise agreed to by the parties, RBL shall
reimburse Roche for time incurred in providing the Support
Services as follows: (a) Roche Clerical (all non-exempt)
- $30 per person, per hour; (b) Roche Staff (Grades 9
through 16) - $55 per person, per hour; (c) Roche Manager
(Grades 17 through 23) - $75 per person, per hour; and (d)
Roche Director/Vice President (Grades 24 and higher) -
$100 per person, per hour.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed in their names as their official acts by their
respective executive officers, each of whom is duly authorized to
execute the same, all as of the date first written above.
ROCHE BIOMEDICAL LABORATORIES, INC.
Witness: ______________________ By: _______________________________
HOFFMANN-LA ROCHE INC.
Witness: ______________________ By: _______________________________
EXHIBIT 10.35
FIRST AMENDMENT TO SUPPORT AGREEMENT
FIRST AMENDMENT TO SUPPORT AGREEMENT ("Amendment"), made this
26th day of July, 1995 by and between Laboratory Corporation of
America Holdings ("LabCorp") and Hoffmann-La Roche Inc. ("Roche").
WITNESSETH
WHEREAS, LabCorp is the successor to Roche Biomedical
Laboratories, Inc.; and
WHEREAS, LabCorp and Roche desire to amend the Support
Agreement dated April 27, 1995, by and between Roche Biomedical
Laboratories, Inc. and Roche (the "Support Agreement"); and
WHEREAS, subject to the terms hereinafter set forth, the
Support Agreement is amended as set forth herein.
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants, and agreements contained herein, and other
good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Any reference in the Support Agreement to Roche Biomedical
Laboratories, Inc. is modified to LabCorp.
2. The third sentence of Paragraph 6B of the Support
Agreement is modified to delete the following language: "Agreement
dated December 4, 1992" and inserting in lieu thereof the following
language: "Agreements dated December 4, 1992 and December 4, 1994."
LabCorp and Roche further agree that any reference to the Union
Agreement shall refer to both collective bargaining agreements.
3. Except as modified herein, the terms and conditions of the
Support Agreement are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed in their names as their official acts by their
respective executive officers, each of whom is duly authorized to
execute the same, all as of the date first written above.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By: ___________________________
HOFFMAN-LA ROCHE, INC.
By: __________________________
EXHIBIT 10.36
AMENDMENT TO SUPPORT AGREEMENT
THIS AMENDMENT TO SUPPORT AGREEMENT ("Agreement") made as of this
1st day of January, 1997 by and between Laboratory Corporation of
America Holdings, successor to Roche Biomedical Laboratories, Inc.
("LabCorp"), Hoffmann-La Roche Inc. ("Roche"), Roche Molecular
Systems, Inc. ("RMS") and Roche Diagnostic Systems, Inc. ("RDS").
WITNESSETH:
WHEREAS, LabCorp and Roche previously entered into a Support
Agreement dated April 27, 1995 (the "Support Agreement"); and
WHEREAS, subject to the terms and conditions contained herein, the
parties wish to amend the Support Agreement and add RDS and RMS as
parties to the Support Agreement.
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. The parties agree that RDS and RMS are added as a parties to
the Support Agreement and that the words, "RMS and RDS' shall be
added after the word "Roche" wherever such word appears in the
paragraphs 1A., 1B., and 7 (in its entirety). Notwithstanding
anything contained in the Support Agreement to the contrary, LabCorp
agrees that Roche, RMS and RDS shall not be jointly liable in the
event of any breach or other claim, but each shall be severally
liable for solely their own respective acts or omissions, if any.
The parties further agree that the word "RBL" shall be replaced with
the word "LabCorp" throughout the Support Agreement. Any notices
sent to RDS shall be sent to Roche Diagnostic Systems, Inc. 1080 US
Highway 202, Branchburg, N.J. 08876-1080 Attn: President with a copy
to the General Counsel, 340 Kingsland Street, Nutley, N.J. 07110.
Any notices sent to RMS shall be sent to Roche Molecular Systems,
Inc. 1080 US Highway 202, Branchburg, N.J. 08876-1080 Attn:
President with a copy to the General Counsel, 340 Kingsland Street,
Nutley, N.J. 07110.
2. The parties agree that the first sentence of subparagraph A of
paragraph 3 shall be deleted in its entirety and in lieu thereof the
following sentence shall be added: "The parties agree that Roche
shall provide payroll services solely for Lab Delivery Services of
New York City, Inc. on behalf of LabCorp until such time as the
parties mutually agree."
2. LabCorp agrees that Roche, RMS and RDS will be providing
certain services, including but not limited to the use of office
space, office staff, telephone, photocopying, limousine and aircraft
services, if any, for Thomas P. Mac Mahon, LabCorp's Chief Executive
Officer. LabCorp agrees to pay Roche, RMS and RDS for any and all
reasonable charges which Roche, RMS and RDS shall each determine for
such services, which in no event shall exceed the fair market value
of such services. Such charges shall be paid on a quarterly basis.
RMS, RDS and Roche shall submit invoices to LabCorp for such
charges.
3. The parties further agree that paragraphs 2,4,5,6 B shall be
deleted in their entirety from the Support Agreement.
Except as modified herein, the remaining terms and provisions of the
Support Agreement are hereby ratified, confirmed and remain in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as of
the date first written above.
HOFFMANN - LA ROCHE INC. LABORATORY CORPORATION
OF AMERICA HOLDINGS
By: _________________________ By:__________________________
ROCHE DIAGNOSTIC SYSTEMS,
INC.
By: _________________________
ROCHE MOLECULAR SYSTEMS,
INC.
By: _________________________
EXHIBIT 10.37
AMENDMENT TO SUPPORT AGREEMENT
THIS AMENDMENT TO SUPPORT AGREEMENT ("Agreement") made as of this
1st day of October, 1997 by and between Laboratory Corporation of
America Holdings, successor to Roche Biomedical Laboratories, Inc.
("LabCorp") Hoffman-La Roche Inc. ("Roche"), Roche Molecular
Systems, Inc. ("RMS") and Roche Diagnostic Systems, Inc. ("RDS").
WITNESSETH:
WHEREAS, LabCorp and Roche previously entered into a Support
Agreement dated April 27, 1995, as amended (the "Support Agreement")
and
WHEREAS, subject to the terms and conditions contained herein, the
parties wish to amend the Support Agreement.
NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. RMS agrees to provide the services of David Ellis to LabCorp as
requested by LabCorp. LabCorp agrees to pay RMS any salary,
compensation, travel and living expense, expatriate expense, benefit
and pension costs, and any other expense pertaining to David Ellis
on a quarterly basis commencing October 1, 1997.
2. LabCorp agrees to defend, indemnify, and hold Roche, RMS, RDS,
their respective parent, subsidiaries, affiliated and related
companies, directors, officers, employees, and agents wholly
harmless from and against all third party claims, losses, lawsuits,
settlements, demands, causes, judgments, expenses, and costs
(including reasonable attorney fees) arising from or in connection
with any services provided to LabCorp by David Ellis. LabCorp
further releases and discharges any claim, whether past, present or
future, against Roche, RMS, RDS, their respective parents,
subsidiaries, affiliated and related companies, directors, officers,
employees, and agents arising from or in connection with David Ellis
and his services to the extent such services are provided at the
request of LabCorp.
Except as modified herein, the remaining terms and provisions of the
Support Agreement are hereby ratified, confirmed and remain in full
force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as of
the date first written above.
HOFFMANN - LA ROCHE INC. LABORATORY CORPORATION
OF AMERICA HOLDINGS
By: _________________________ By:________________________
ROCHE DIAGNOSTIC SYSTEMS,
INC.
BY: _________________________
ROCHE MOLECULAR SYSTEMS.
INC.
BY: _________________________
EXHIBIT 10.38
September 1, 1998
Larry Leonard, Ph.D.
3304 Dartmouth
Dallas, Texas 75205
Dear Larry:
This will confirm our recent conversations in connection with your
decision to leave LabCorp to pursue other interests. As we
discussed, we are anxious to maintain a vehicle to take advantage of
the special experience and knowledge that you possess after you
leave LabCorp and are pleased that you have expressed an interest in
entering into a Consulting Agreement with us beginning on the last
day of your employment with LabCorp. This letter agreement
("Agreement") sets forth the terms and conditions of the
consultantship which shall be as follows:
1. The field of the consultantship shall cover your providing
advice and assistance to Laboratory Corporation of America
Holdings and its subsidiaries and affiliates ("LabCorp") at the
request of the Chief Executive Officer ("CEO") in the following
areas:
a) Acting as the Company's liaison with Medical City of Dallas;
b) pricing programs;
c) operational implementation of regulatory compliance programs;
d) managed care programs;
e) cost control programs;
f) mergers and acquisitions;
g) Western Regional Consolidation;
h) new test analysis;
i) serving as LabCorp's Representative on corporate boards
as requested (subject to coverage in each case acceptable to
you under a policy covering Directors and Officers
Liability); and
j) such other projects as may be requested by the CEO from time
to time.
In undertaking any such project, you will be provided with an
objective or a set of objectives to achieve, and you will be
required to use your best professional judgment as to the manner and
means of achieving the stated objectives.
2. This Agreement shall be effective for a period of two (2) years
("Term") effective on the day following your retirement from
LabCorp, January 1, 1999. You agree to make reasonable efforts
during the Term to be available for consultation by phone or in
person for an average of eighty hours per month during the Term
(approximately two to three days per week on average, or
between one-hundred ten (110) to one-hundred twenty-five (125)
days during each year of the Term).
3. As compensation for the services to be rendered hereunder,
LabCorp agrees to pay you the following:
(a) A total of $350,000 per year, payable in equal
monthly installments on or before the fifteenth day of
each month during the Term;
(b) Following each year of the Term, at the sole
discretion of the CEO, you will be eligible to be
considered for a "Consultancy Success Bonus" based upon
the performance of the Company and your contribution to
the Company's performance;
(c) Reasonable travel and other out-of-pocket expenses
incurred in connection with the services provided under
this Agreement at the request of LabCorp, subject to the
travel and expense policy applicable to employees then in
effect at LabCorp.
4. You will be entitled to retain the 554,130 options previously
granted to you in connection with the Company's Employee Stock
Option Plan(s) ("Plan(s)") until the termination of this
Agreement at which time you will have the option of exercising
vested options in accordance with the terms of the Plan(s). In
addition, you will be entitled to be paid any Management
Incentive Bonus earned during 1998 at the time such bonus would
be otherwise paid in 1999. The Company will also pay the cost
of coverage under COBRA if you elect to continue coverage under
COBRA, for the eighteen months thereof, and pay you an amount
equal to the cost of six months COBRA coverage at the beginning
of the eighteenth month of the Term, provided that you supply
evidence reasonably acceptable to LabCorp that such amount is
used to obtain alternative medical and/or dental coverage for
yourself and/or any dependents. The Company will also use its
best efforts to have you covered by its disability, life
insurance, and excess personal liability plans to the same
extent as its Executive Officers. However, if LabCorp is unable
to obtain any such coverage, the Company shall pay you each year
during the Term an amount equal to its annual cost for such unavailable
coverage for you at the time that such payments would otherwise
be made to obtain such coverage, plus (in the case of life
insurance) an additional cash amount equal to .613 times
LabCorp's annual cost of life insurance coverage for coverage
in excess of $50,000 on your life for the year preceding the
Term, plus (in the cases of excess personal liability
insurance) an additional cash amount equal to .613 times
LabCorp's annual cost of excess personal liability insurance
coverage for you for the year preceding the Term. In addition,
when calculating your benefit under the Company's Pension
Equalization Plan, the compensation paid and time spent in
connection with this Consulting Agreement, shall be added to
the income earned and years of service calculation. For
example, if you serve as a Consultant for two (2) years and are
compensated at the rate of $350,000, two (2) years would be
added to your years of service and income of $350,000 for 1999
and 2000 would be used to calculate your PEP benefit.
5. Except as provided otherwise in this Agreement, or in the terms
of any documents governing any employee benefit plan maintained
by LabCorp, (i.e. retirement plans), you will cease to be a
participant in and will no longer have any coverage or
entitlement to benefits, accruals, or contributions under any
of LabCorp's employee benefit plans effective upon the
termination of your employment. You agree that the payments
made to you pursuant to this Agreement do not constitute
compensation for purposes of calculating the amount of any
benefits that you may be entitled to under the terms of any
pension plan or for the purposes of accruing any benefit,
receiving any allocation of any contribution, or having the
right to defer any income in any profit-sharing or other
employee pension benefit plan, including any cash or deferred
plan.
6. It is understood that the payments and other benefits referred
to or to be made by LabCorp pursuant to this Agreement take
into account any accrued vacation, severance, and other
benefits to which you might otherwise be entitled. Therefore,
upon your termination and retirement from LabCorp, you shall
not be entitled to any accrued vacation, bonuses, severance
benefits, or other amounts, except as otherwise specified
herein.
7. You agree that during the Term you will not, directly or
indirectly, in any capacity, become associated with or assist,
any entity or person engaged in the same or a similar
competitive business with LabCorp or its affiliates in the
geographic areas in which LabCorp or its affiliates operates.
You also agree that during the Term you will not solicit sales
from any trade or business that was a customer of LabCorp or
its affiliates during your employment with LabCorp, nor will
you assist, directly or indirectly any person or entity to do
so. This duty of nonsolicitation is intended to be cumulative
with
your duty not to compete and neither shall be interpreted as a
limitation on the other. In addition, you agree that during
the Term you will not (and will not attempt, directly or
indirectly, to) encourage, solicit, or otherwise induce any
LabCorp employee, officer, or director to terminate their
employment with LabCorp or any affiliates or subsidiaries. In
addition, you agree not to communicate to anyone by word or
deed, directly or indirectly, whether characterized as fact or
opinion, or by suggestion or innuendo, any statement that could
reasonably be expected to cause any person to whom it is
communicated to have a lower opinion of LabCorp, its services,
or credit worthiness.
8. You agree to maintain in confidence and to keep secret
indefinitely, even beyond the termination of this Agreement and
not to use for any purpose, any unpublished, proprietary or
confidential information ("Information") disclosed to you by or
on behalf of LabCorp, or developed by you directly in
connection with this Agreement. All reports, drawings, data,
information, and property given to you by LabCorp hereunder or
any similar materials of any kind shall be held in confidence
by you and you agree not to use, reproduce, or transmit such
material to any other party without the prior written approval
of LabCorp. Said material shall remain the sole property, and
be immediately returnable to LabCorp, upon request by LabCorp.
9. Nothing contained in this Agreement shall be deemed to create
an employer/employee, principal/agent, or joint venture
relationship between the parties. Rather, you agree that the
services shall be performed pursuant to this Agreement as an
independent contractor.
10. Nothing in this Agreement shall prohibit you from performing
other consulting services not in conflict with the commitments
you have made in this Agreement or the restrictive covenants
that it contains.
11. During the Term, you agree that you will comply with all
applicable laws and governmental regulations pertaining to
services to be performed pursuant to this Agreement, and with
all Corporate Compliance Policies of LabCorp as in effect at
the beginning of the Term and as amended from time to time by
any amendment of which you have actual notice or with respect
to which you have been mailed a notice or a copy, by first
class mail, postage pre-paid, addressed to you at 3304
Dartmouth, Dallas, TX 75205, or at such other address as you
may designate in a writing delivered to the General Counsel of
LabCorp.
12. LabCorp agrees to indemnify you and save you harmless from any
claims, demands, actions, suits, and liabilities with respect
to your services on LabCorp's behalf hereunder to the same
extent, and subject to the same conditions, as LabCorp
indemnifies and saves harmless senior executive employees
engaged in providing comparable services to LabCorp. As a
further inducement to LabCorp to enter into this agreement you
agree:
a) never to sue, or file any administrative action
against, LabCorp, its subsidiaries, parent corporation or
any other affiliates, their present or former directors,
officers, employees and agents, and any and all employee benefit
plans maintained by LabCorp and any and all committees and
agents thereunder, or any of them with respect to any
matter relating to or arising out of your employment by
LabCorp or its affiliates or termination thereof;
b) to agree to the Release, which is incorporated in
this Agreement as Paragraph 13; and
c) never to commit an act that is detrimental or
injurious to the reputation of LabCorp, its subsidiaries
or affiliates, or any of their present or former officers,
directors, employees, or agents.
It is understood and agreed, however, that this Paragraph 12
and the Release included in Paragraph 13 are not intended as a
release by you of any rights you may have as a present or
former officer or employee of LabCorp to indemnification by
LabCorp under its by-laws or Delaware Corporate law, or
pursuant to this Paragraph 12.
13. In consideration for LabCorp's agreement to provide you with
the payments and benefits listed in this Agreement, you, your
heirs, your legal representatives and assigns, fully release,
discharge, and covenant not to make any claims or demands or to
commence any type of legal action against LabCorp (including
administrative charges or lawsuits) regarding any matters
arising from your employment with or separation from LabCorp,
including, but not be limited to, all claims under Title VII of
the Civil Rights Act of 1964, as amended, 42 U.S.C.
Section 2000e et seq.; the ADEA, as amended, 29 U.S.C.
Section 621-34; ERISA; COBRA; the Americans with Disabilities
Act of 1990, 42 U.S.C. Section 12101 et seq.; and any and all
other claims of which you now know or should know that may be
stated under federal or applicable state statutory, decisional,
or administrative law, including (without limitation) claims
under wage payment laws, or claims of wrongful termination,
breach of employment contract, intentional or negligent
infliction of emotional distress, outrage, and any and all
other causes of action. This Agreement is not intended to
waive any claims that may arise after the date the Agreement is
executed.
14. You agree that this Agreement does not constitute an admission
by LabCorp of any wrongdoing or liability. LabCorp expressly
denies any wrongdoing or liability.
15. If you breach any provision of this Agreement, LabCorp shall
have the right to discontinue permanently all further payments
hereunder (except as otherwise required by applicable law).
16. The remedy provided by Paragraph 15 shall not be deemed to be
the exclusive remedy for your breach of this Agreement, but
shall be in addition to all other remedies available at law or
equity to LabCorp. You understand and agree that any breach by
you of any of the covenants contained in this Agreement shall
entitle LabCorp to bring an action for
failure to comply with the terms of this Agreement and, further,
LabCorp shall be entitled to reasonable attorney's fees and
costs as part of such action. In addition, you agree that no
adequate remedy exists at law for breach of this Agreement and
that LabCorp shall be entitled to injunctive relief.
17. You agree that if, in any judicial proceedings, a court should
refuse to enforce or give effect to any covenant set forth in
this Agreement because of its term, scope or subject matter,
then, for the purpose of such proceedings, such unenforceable
covenant shall be deemed to be modified or eliminated to
permit, to the maximum extent permitted by law, its enforcement
or the enforcement of any covenant not held to be
unenforceable.
18. You may not assign this Agreement or any of your rights
hereunder. Subject to the foregoing, this Agreement shall
inure to the benefit of LabCorp, its successors and assigns,
and shall be binding upon you, your heirs, successors, and
legal representatives. Nothing hereinshall be construed to
prohibit you from retaining the services of any person, at your
expense, to assist you in rendering any services under this
agreement, or from assigning to any such person any work to be
performed in connection with rendering any services under this
agreement.
19. No modifications or amendments hereof shall be effective unless
made in writing and signed by you and an authorized
representative of LabCorp.
20. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of North Carolina.
21. The terms and conditions contained herein constitute the entire
understanding and agreement of you and LabCorp with respect to
your termination and special Consultancy/Severance Agreement.
22. You are advised to consult an attorney before signing this
Agreement and the Release referred to in Paragraph 13. You
have twenty-one (21) days after your receipt of this Agreement
to consider the terms before signing.
23. Your signature below indicates that you have read and
understand all of the provisions of this Agreement and Release
referred to in Paragraph 13, and you have executed them
voluntarily and with full knowledge of the significance of all
provisions.
24. If you agree with the foregoing, please sign below and return
the originals to me. You should retain the enclosed copy of
this Agreement for your records.
25. You may revoke this Agreement within seven (7) days following
the date it is signed by you (the "Revocation Period") by
notifying my office by telephone and mailing written
confirmation of your revocation to the attention of the General
Counsel of LabCorp, during the Revocation Period. Subject to
Paragraph 26, unless revoked, this Agreement
shall become effective on the day immediately following expiration
of the Revocation Period.
26. LabCorp shall have no obligations under this Agreement if you
do not execute or if you revoke in accordance with Paragraph
25, this Agreement and the Release referred to in Paragraph 13.
On behalf of LabCorp, I thank you for your outstanding years of
service. My best wishes to you in your future endeavors.
Very truly yours,
Laboratory Corporation of America Holdings
By: _________________________________
Thomas P. Mac Mahon
Chief Executive Officer
AGREED TO AND ACCEPTED BY:
__________________________ DATE:___________________
Larry Leonard, Ph.D.
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of Laboratory Corporation of America Holdings on Forms S-8 (No. 33-43006,
No. 33-55065, No. 33-62913, No. 333-17793, No. 333-39731 and No. 333-39735)
and Form S-3 (No. 33-22427) and of National Health Laboratories Holdings,
Inc. on Forms S-3/S-4 (No. 33-58307 and No. 33-58775) of our report dated
February 12, 1999, on our audits of the consolidated financial statements
and financial statement schedule of Laboratory Corporation of America
Holdings as of December 31, 1998 and 1997, and for the years then ended,
which report is included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 8, 1999
Exhibit 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the registration statements (No.
33-43006, No. 33-55065, No. 33-62913, No. 333-17793, No. 333-39731 and No. 333-
39735) on Forms S-8 and registration statements (No. 33-58307 and No. 33-
58775) on Forms S-3/S-4 and registration statement (No. 333-22427) on Form S-3
of Laboratory Corporation of America Holdings of our report dated February 14,
1997, except for note 9 as to which the date is March 31, 1997, relating to
the consolidated statements of operations, shareholders' equity, and cash
flows of Laboratory Corporation of America Holdings and subsidiaries for the
year ended December 31, 1996, and the related schedule, which report appears
in the December 31, 1998 annual report on Form 10-K of Laboratory Corporation
of America Holdings. We also consent to the reference to our firm under the
heading "Selected Financial Data" in the December 31, 1998 annual report on
Form 10-K of Laboratory Corporation of America Holdings.
KPMG LLP
Raleigh, North Carolina
March 8, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful
attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in
connection with the Laboratory Corporation of America Holdings (the
"Corporation") Annual Report on Form 10-K for the year ended
December 31, 1998 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the
foregoing, to sign the Form 10-K in the name and on behalf of the
Corporation or on behalf of the undersigned as a director or
officer of the Corporation, and any amendments to the Form 10-K and
any instrument, contract, document or other writing, of or in
connection with the Form 10-K or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 8th day of March, 1999.
By:/s/ JEAN-LUC BELINGARD
--------------------------------
Jean-Luc Belingard
EXHIBIT 24.2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful
attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in
connection with the Laboratory Corporation of America Holdings (the
"Corporation") Annual Report on Form 10-K for the year ended
December 31, 1998 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the
foregoing, to sign the Form 10-K in the name and on behalf of the
Corporation or on behalf of the undersigned as a director or
officer of the Corporation, and any amendments to the Form 10-K and
any instrument, contract, document or other writing, of or in
connection with the Form 10-K or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 8th day of March, 1999.
By:/s/ WENDY E. LANE
--------------------------------
Wendy E. Lane
EXHIBIT 24.3
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful
attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in
connection with the Laboratory Corporation of America Holdings (the
"Corporation") Annual Report on Form 10-K for the year ended
December 31, 1998 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the
foregoing, to sign the Form 10-K in the name and on behalf of the
Corporation or on behalf of the undersigned as a director or
officer of the Corporation, and any amendments to the Form 10-K and
any instrument, contract, document or other writing, of or in
connection with the Form 10-K or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 8th day of March, 1999.
By:/s/ ROBERT E. MITTELSTAEDT
-------------------------------
Robert E. Mittelstaedt
EXHIBIT 24.3
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful
attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in
connection with the Laboratory Corporation of America Holdings (the
"Corporation") Annual Report on Form 10-K for the year ended
December 31, 1998 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the
foregoing, to sign the Form 10-K in the name and on behalf of the
Corporation or on behalf of the undersigned as a director or
officer of the Corporation, and any amendments to the Form 10-K and
any instrument, contract, document or other writing, of or in
connection with the Form 10-K or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 8th day of March, 1999.
By:/s/ JAMES B. POWELL, MD
--------------------------------
James B. Powell, MD
EXHIBIT 24.5
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful
attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in
connection with the Laboratory Corporation of America Holdings (the
"Corporation") Annual Report on Form 10-K for the year ended
December 31, 1998 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the
foregoing, to sign the Form 10-K in the name and on behalf of the
Corporation or on behalf of the undersigned as a director or
officer of the Corporation, and any amendments to the Form 10-K and
any instrument, contract, document or other writing, of or in
connection with the Form 10-K or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 8th day of March, 1999.
By:/s/ DAVID B. SKINNER, MD
--------------------------------
David B. Skinner, MD
EXHIBIT 24.6
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Bradford T. Smith his true and lawful
attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, in
connection with the Laboratory Corporation of America Holdings (the
"Corporation") Annual Report on Form 10-K for the year ended
December 31, 1998 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the
foregoing, to sign the Form 10-K in the name and on behalf of the
Corporation or on behalf of the undersigned as a director or
officer of the Corporation, and any amendments to the Form 10-K and
any instrument, contract, document or other writing, of or in
connection with the Form 10-K or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 8th day of March, 1999.
By:/s/ ANDREW G. WALLACE, MD
--------------------------------
Andrew G. Wallace, MD