|
|
|
|
|
(State or other jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
|
||
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.02
|
Results of Operations and Financial Condition
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
Exhibit
|
Exhibit Name
|
|
Exhibit 99.1
|
|
By:
|
/s/ SANDRA VAN DER VAART
|
|
|
Sandra van der Vaart
|
|
|
Executive Vice President, Chief Legal Officer and Corporate Secretary
|
•
|
Q1
revenue of
$2.82
billion, up
1%
over
$2.79
billion last year
|
•
|
Q1
diluted EPS of
($3.27)
, which include goodwill and other asset impairments of
$4.43
per share
|
•
|
Q1
adjusted EPS of
$2.37
, which were negatively impacted by an estimated $0.55 per share from the COVID-19 pandemic
|
•
|
Q1
free cash flow of
$97
million, up 36% over
$72
million last year
|
•
|
LabCorp withdraws 2020 guidance and temporarily suspends its share repurchase program due to the unpredictability of the ongoing COVID-19 pandemic
|
•
|
LabCorp maintains a strong liquidity position and expects to deliver solid adjusted EPS and free cash flow in 2020
|
Three Months Ended March 31,
|
||||||||
|
2020
|
2019
|
||||||
Revenues
|
$
|
2,823.8
|
|
$
|
2,791.2
|
|
||
Cost of revenues
|
2,095.8
|
|
2,001.5
|
|
||||
Gross profit
|
728.0
|
|
789.7
|
|
||||
Selling, general and administrative expenses
|
395.5
|
|
393.8
|
|
||||
Amortization of intangibles and other assets
|
62.3
|
|
57.1
|
|
||||
Goodwill and other asset impairments
|
437.4
|
|
—
|
|
||||
Restructuring and other charges
|
25.4
|
|
20.6
|
|
||||
Operating income (loss)
|
(192.6
|
)
|
318.2
|
|
||||
Other income (expense):
|
|
|
|
|
||||
Interest expense
|
(55.0
|
)
|
(56.7
|
)
|
||||
Equity method income (loss), net
|
(6.6
|
)
|
3.0
|
|
||||
Investment income
|
2.6
|
|
0.6
|
|
||||
Other, net
|
(16.1
|
)
|
(10.4
|
)
|
||||
Earnings (loss) before income taxes
|
(267.7
|
)
|
254.7
|
|
||||
Provision for income taxes
|
49.2
|
|
68.8
|
|
||||
Net earnings (loss)
|
(316.9
|
)
|
185.9
|
|
||||
Less: Net earnings attributable to the noncontrolling interest
|
(0.3
|
)
|
(0.3
|
)
|
||||
Net earnings (loss) attributable to Laboratory Corporation of America Holdings
|
$
|
(317.2
|
)
|
$
|
185.6
|
|
||
Basic earnings (loss) per common share
|
$
|
(3.27
|
)
|
$
|
1.88
|
|
||
Diluted earnings (loss) per common share
|
$
|
(3.27
|
)
|
$
|
1.86
|
|
||
Weighted average basic shares outstanding
|
97.2
|
|
98.6
|
|
||||
Weighted average diluted shares outstanding
|
97.2
|
|
99.5
|
|
March 31,
2020 |
December 31,
2019 |
||||||
ASSETS
|
|
|
|||||
Current assets:
|
|
|
|||||
Cash and cash equivalents
|
$
|
323.6
|
|
$
|
337.5
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $28.9 as of March 31, 2020
|
1,482.2
|
|
1,543.9
|
|
|||
Unbilled services
|
478.1
|
|
481.4
|
|
|||
Supplies inventory
|
254.0
|
|
244.7
|
|
|||
Prepaid expenses and other
|
353.2
|
|
373.7
|
|
|||
Total current assets
|
2,891.1
|
|
2,981.2
|
|
|||
Property, plant and equipment, net
|
2,609.6
|
|
2,636.6
|
|
|||
Goodwill, net
|
7,388.5
|
|
7,865.0
|
|
|||
Intangible assets, net
|
3,905.1
|
|
4,034.5
|
|
|||
Joint venture partnerships and equity method investments
|
67.0
|
|
84.9
|
|
|||
Deferred income taxes
|
6.5
|
|
8.8
|
|
|||
Other assets, net
|
430.6
|
|
435.4
|
|
|||
Total assets
|
$
|
17,298.4
|
|
$
|
18,046.4
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
568.7
|
|
$
|
632.3
|
|
|
Accrued expenses and other
|
828.1
|
|
942.4
|
|
|||
Unearned revenue
|
432.9
|
|
451.0
|
|
|||
Short-term operating lease liabilities
|
202.7
|
|
206.5
|
|
|||
Short-term finance lease liabilities
|
8.2
|
|
8.4
|
|
|||
Short-term borrowings and current portion of long-term debt
|
417.4
|
|
415.2
|
|
|||
Total current liabilities
|
2,458.0
|
|
2,655.8
|
|
|||
Long-term debt, less current portion
|
5,790.2
|
|
5,789.8
|
|
|||
Operating lease liabilities
|
609.8
|
|
596.6
|
|
|||
Financing lease liabilities
|
89.3
|
|
91.1
|
|
|||
Deferred income taxes and other tax liabilities
|
943.1
|
|
942.8
|
|
|||
Other liabilities
|
369.4
|
|
383.2
|
|
|||
Total liabilities
|
10,259.8
|
|
10,459.3
|
|
|||
Commitments and contingent liabilities
|
|
|
|
|
|||
Noncontrolling interest
|
18.5
|
|
20.1
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|||
Common stock, 97.1 and 97.2 shares outstanding at March 31, 2020 and December 31, 2019, respectively
|
9.0
|
|
9.0
|
|
|||
Additional paid-in capital
|
—
|
|
26.8
|
|
|||
Retained earnings
|
7,529.0
|
|
7,903.6
|
|
|||
Less common stock held in treasury
|
—
|
|
—
|
|
|||
Accumulated other comprehensive loss
|
(517.9
|
)
|
(372.4
|
)
|
|||
Total shareholders’ equity
|
7,020.1
|
|
7,567.0
|
|
|||
Total liabilities and shareholders’ equity
|
$
|
17,298.4
|
|
$
|
18,046.4
|
|
Three Months Ended March 31,
|
|||||||
|
2020
|
2019
|
|||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net earnings (loss)
|
$
|
(316.9
|
)
|
$
|
185.9
|
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|||||||
Depreciation and amortization
|
144.6
|
|
135.5
|
|
|||
Stock compensation
|
17.9
|
|
25.5
|
|
|||
Operating lease right-of-use asset expense
|
57.2
|
|
61.2
|
|
|||
Goodwill and other asset impairments
|
437.4
|
|
—
|
|
|||
Deferred income taxes
|
5.1
|
|
17.1
|
|
|||
Other
|
43.3
|
|
7.0
|
|
|||
Change in assets and liabilities (net of effects of acquisitions and divestitures):
|
|||||||
Decrease (increase) in accounts receivable
|
46.7
|
|
(90.8
|
)
|
|||
Increase in unbilled services
|
(1.1
|
)
|
(26.4
|
)
|
|||
(Increase) decrease in supplies inventory
|
(10.6
|
)
|
3.4
|
|
|||
(Increase) decrease in prepaid expenses and other
|
(3.0
|
)
|
7.2
|
|
|||
Decrease in accounts payable
|
(56.5
|
)
|
(28.8
|
)
|
|||
(Decrease) increase in deferred revenue
|
(11.2
|
)
|
5.6
|
|
|||
Decrease in accrued expenses and other
|
(149.1
|
)
|
(136.6
|
)
|
|||
Net cash provided by operating activities
|
203.8
|
|
165.8
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Capital expenditures
|
(106.6
|
)
|
(94.2
|
)
|
|||
Proceeds from sale of assets
|
7.0
|
|
3.9
|
|
|||
Proceeds from sale or distribution of investments
|
0.9
|
|
0.4
|
|
|||
Investments in equity affiliates
|
(7.9
|
)
|
(3.3
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
(47.3
|
)
|
|||
Net cash used for investing activities
|
(106.6
|
)
|
(140.5
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Proceeds from revolving credit facilities
|
151.7
|
|
133.2
|
|
|||
Payments on revolving credit facilities
|
(151.7
|
)
|
(133.2
|
)
|
|||
Net share settlement tax payments from issuance of stock to employees
|
(22.0
|
)
|
(19.4
|
)
|
|||
Net proceeds from issuance of stock to employees
|
26.9
|
|
24.7
|
|
|||
Purchase of common stock
|
(100.0
|
)
|
(100.1
|
)
|
|||
Other
|
(7.7
|
)
|
(8.4
|
)
|
|||
Net cash used for financing activities
|
(102.8
|
)
|
(103.2
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(8.3
|
)
|
(0.1
|
)
|
|||
Net decrease in cash and cash equivalents
|
(13.9
|
)
|
(78.0
|
)
|
|||
Cash and cash equivalents at beginning of period
|
337.5
|
|
426.8
|
|
|||
Cash and cash equivalents at end of period
|
$
|
323.6
|
|
$
|
348.8
|
|
Three Months Ended March 31,
|
|||||||
2020
|
2019
|
||||||
LabCorp Diagnostics
|
|||||||
Revenues
|
$
|
1,702.0
|
|
$
|
1,722.0
|
|
|
Adjusted Operating Income
|
$
|
254.2
|
|
$
|
310.4
|
|
|
Adjusted Operating Margin
|
14.9
|
%
|
18.0
|
%
|
|||
Covance Drug Development
|
|||||||
Revenues
|
$
|
1,143.8
|
|
$
|
1,074.7
|
|
|
Adjusted Operating Income
|
$
|
150.8
|
|
$
|
138.0
|
|
|
Adjusted Operating Margin
|
13.2
|
%
|
12.8
|
%
|
|||
Consolidated
|
|||||||
Revenues
|
$
|
2,823.8
|
|
$
|
2,791.2
|
|
|
Adjusted Segment Operating Income
|
$
|
405.0
|
|
$
|
448.4
|
|
|
Unallocated corporate expense
|
$
|
(39.1
|
)
|
$
|
(37.0
|
)
|
|
Consolidated Adjusted Operating Income
|
$
|
365.9
|
|
$
|
411.4
|
|
|
Adjusted Operating Margin
|
12.9
|
%
|
14.7
|
%
|
Three Months Ended March 31,
|
|||||||||||||||||
2020
|
2019
|
||||||||||||||||
Adjusted Operating Income
|
|||||||||||||||||
Operating Income
|
$
|
(192.6
|
)
|
$
|
318.2
|
|
|||||||||||
Amortization of intangibles and other assets
|
(a)
|
62.3
|
|
57.1
|
|
||||||||||||
Restructuring and other charges
|
(b)
|
25.4
|
|
20.6
|
|
||||||||||||
Acquisition and disposition-related costs
|
(c)
|
8.4
|
|
11.1
|
|
||||||||||||
LaunchPad system implementation costs
|
(d)
|
0.9
|
|
2.4
|
|
||||||||||||
Executive transition expenses
|
(e)
|
2.8
|
|
1.4
|
|
||||||||||||
COVID-19 related costs
|
(f)
|
21.9
|
|
—
|
|
||||||||||||
Goodwill and other asset impairments
|
(g)
|
437.4
|
|
—
|
|
||||||||||||
Other
|
(0.6
|
)
|
0.6
|
|
|||||||||||||
Adjusted operating income
|
$
|
365.9
|
|
$
|
411.4
|
|
|||||||||||
Adjustments impacting revenues
|
(h)
|
$
|
17.0
|
|
$
|
—
|
|
||||||||||
Adjusted operating margin
|
12.9
|
%
|
14.7
|
%
|
|||||||||||||
Adjusted Net Income
|
|||||||||||||||||
Net Income
|
$
|
(317.2
|
)
|
$
|
185.6
|
|
|||||||||||
Impact of adjustments to operating income
|
558.5
|
|
93.2
|
|
|||||||||||||
Losses on venture fund investments, net
|
(i)
|
20.2
|
|
6.2
|
|
||||||||||||
Income tax impact of adjustments
|
(j)
|
(29.4
|
)
|
(24.3
|
)
|
||||||||||||
Adjusted net income
|
$
|
232.1
|
|
$
|
260.7
|
|
|||||||||||
Weighted average diluted shares outstanding
|
97.9
|
|
99.5
|
|
|||||||||||||
Adjusted net income per share
|
$
|
2.37
|
|
$
|
2.62
|
|
(a)
|
Amortization of intangible assets acquired as part of business acquisitions.
|
(b)
|
Restructuring and other charges represent amounts incurred in connection with the elimination of redundant positions within the organization in connection with our LaunchPad initiatives and acquisitions or dispositions of businesses by the Company.
|
(c)
|
Acquisition and disposition-related costs include due-diligence legal and advisory fees, retention bonuses and other integration and disposition related activities in connection with contemplated and completed transactions.
|
(d)
|
LaunchPad system implementation costs include non-capitalized costs associated with the implementation of a system as part of the LaunchPad business process improvement initiative.
|
(e)
|
Represents executive transition expenses related to various management reorganizations.
|
(f)
|
Costs related to incremental operating expenses and receivables reserves incurred as a result of the COVID-19 pandemic.
|
(g)
|
During the first quarter of 2020, the Company determined that certain goodwill and long-lived assets were impaired and that an additional valuation allowance on a note receivable from a business divestiture was necessary to reflect an increase in the collection risk. These charges were triggered by the current economic conditions as a result of the COVID-19 pandemic.
|
(h)
|
The Company estimates that, as a result of increases in unemployment and the potential financial difficulties of medical practices from the impact of the COVID-19 pandemic, receivable reserves needed to be increased in the LabCorp Diagnostics segment.
|
(i)
|
The Company makes venture fund investments in companies or investment funds developing promising technology related to its operations. The Company recorded net gains and losses for the quarter related to several distributions from venture funds, increases in the market value of investments, and impairments of other investments due to the underlying performance of the investments.
|
(j)
|
Income tax impact of adjustments calculated based on the tax rate applicable to each item.
|
|
|
|
|
|
|