UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
JUNE 6, 2000
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(Date of earliest event reported)
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11353 13-3757370
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215
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(Address of principal executive offices)
336-229-1127
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(Registrant's telephone number, including area code)
Laboratory Corporation of America Holdings ("the Company")
hereby amends Item 7 of its Current Report on Form 8-K (Date
of Report: May 2, 2000) to include five years of selected
financial data as affected by the 1-for-10 reverse stock
split.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Selected Financial Data schedule of the
Company presented under the captions
"Statement of Operations Data" and "Balance
Sheet Data" as of and for each of the years
in the five-year period ended December 31,
1999.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
LABORATORY CORPORATION OF AMERICA HOLDINGS
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(Registrant)
By:/s/ BRADFORD T. SMITH
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Bradford T. Smith
Executive Vice President,
General Counsel, Secretary
and Compliance Officer
Date: June 7, 2000
EXHIBIT 99.1
Year Ended December 31,
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1999 1998 1997
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(Dollars in millions, except per share amounts)
Statement of Operations Data:
Net sales $ 1,698.7 $ 1,612.6 $ 1,579.9
Gross profit 629.1 563.4 499.4
Operating income (loss) 149.7 127.6 (92.0)(g)
Earnings (loss) before
extraordinary loss 65.4 68.8 (106.9)
Extraordinary loss -- -- --
-------- -------- --------
Net earnings (loss) $ 65.4 $ 68.8 $ (106.9)
======== ======== ========
Basic earnings (loss)per common
share before extraordinary loss $ 1.18 $ 1.95 $ (10.61)
Extraordinary loss per common
share -- -- --
--------- --------- ---------
Net basic earnings (loss) per
common share $ 1.18 $ 1.95 $ (10.61)
========= ========= =========
Net diluted earnings
(loss) per common share $ 1.16 $ 1.95 $ (10.61)
========= ========= =========
Dividends per common share $ -- $ -- $ --
Weighted average basic common
shares outstanding (in thousands) 12,666 12,485 12,324
Weighted average diluted
common shares outstanding
(in thousands) 12,877 12,485 12,324
Ratio of earnings to combined
fixed charges and preferred
stock dividends (h) 1.22 1.11 NA
Balance Sheet Data:
Cash and cash equivalents $ 40.3 $ 22.7 $ 23.3
Intangible assets, net 803.9 836.2 851.3
Total assets 1,590.2 1,640.9 1,658.5
Long-term obligations and
redeemable preferred stock (e) 1,041.5 1,136.1 1,200.1
Due to affiliates (f) 3.5 1.7 2.2
Total shareholders' equity 175.5 154.4 129.1
EXHIBIT 99.1 (continued)
Year Ended December 31,
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1996 1995 (a)
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(Dollars in millions, except per share amounts)
Statement of Operations Data:
Net sales $ 1,676.2 $ 1,513.5
Gross profit 492.3 489.2
Operating income (loss) (118.8)(b) 67.2(c)
Earnings (loss) before
extraordinary loss (153.5) (4.0)
Extraordinary loss -- (8.3)(d)
-------- --------
Net earnings (loss) $ (153.5) $ (12.3)
======== ========
Basic earnings (loss) per common
share before extraordinary loss $ (12.49) $ (0.35)
Extraordinary loss per common
share -- (0.76)
======== ========
Net basic earnings (loss) per
common share $ (12.49) $ (1.11)
========= =========
Net diluted earnings
(loss) per common share $ (12.49) $ (1.11)
========= ========
Dividends per common share $ -- $ --
Weighted average basic common
shares outstanding (in thousands) 12,293 11,058
Weighted average diluted
common shares outstanding
(in thousands) 12,293 11,058
Ratio of earnings to combined
fixed charges and preferred
stock dividends (h) NA 1.04
Balance Sheet Data:
Cash and cash equivalents $ 29.3 $ 16.4
Intangible assets, net 891.1 916.7
Total assets 1,917.0 1,837.2
Long-term obligations and
redeemable preferred stock (e) 1,089.4 948.6
Due to affiliates (f) 190.5 0.9
Total shareholders' equity 258.1 411.6
(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 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. As a result of
negotiations with the Office of the Inspector General of the
Department of Health and Human Services and the Department of Justice
related to the 1996 government settlement, the Company recorded a
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.
(c) 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, 1999, 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, 1999, the majority of these disputes have been settled.
(d) 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.
(e) Long term obligations include capital lease obligations of $4.4
million, $4.2 million, $5.8 million, $9.8 million and $9.6 million at
December 31, 1999, 1998, 1997, 1996 and 1995, 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, 1999, 1998, 1997, 1996 and 1995, such amounts were $0.0 million,
$7.7 million, $9.6 million, $14.8 million and $14.7 million,
respectively. Long term obligations exclude amounts due to
affiliates.
(f) In December 1996, Roche loaned $187.0 million to the Company to
fund the 1996 government settlement 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. See
Note 9 of the Notes to Consolidated Financial Statements. The
remaining amounts shown represent trade payables to affiliated
companies.
(g) 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.
(h) 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.