SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22758
UNILAB CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-4415490
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
18448 Oxnard Street, Tarzana, California 91356
(Address of principal executive offices) (Zip Code)
(818)996-7300
(Registrant's telephone number,including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
As of August 1, 1997, 40,263,977 shares of Registrant's Common Stock,
par value $.01 per share, were outstanding.
Page 1 of 12 pages
<PAGE>
UNILAB CORPORATION
Form 10-Q for the Quarterly Period Ended June 30, 1997
INDEX
Page
Part I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets - June 30, 1997 and December 31, 1996 3
Statements of Operations -
Three and six month periods ended June 30, 1997 4
and June 30, 1996
Statements of Cash Flows -
Six month periods ended June 30, 1997
and June 30, 1996 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II - OTHER INFORMATION:
Item 2. Changes in Securities 10
Item 4. Submission of Matters to a Vote of
Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
<TABLE>
UNILAB CORPORATION
BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
(amounts in thousands, except per share data)
<CAPTION>
June 30, December 31,
1997 1996
Assets (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents ................... $ 7,562 $ 12,176
Restricted cash ............................. 904 904
Accounts receivable, net .................... 40,312 37,279
Inventory of supplies ....................... 2,688 2,604
Prepaid expenses and other current assets ... 1,725 1,702
-------- --------
Total current assets ........................ 53,191 54,665
Property and Equipment, net ................. 15,575 17,264
Goodwill, net ............................... 43,782 44,401
Other Intangible Assets, net ................ 3,122 3,637
Other Assets ................................ 6,658 5,952
-------- --------
$122,328 $125,919
-------- --------
Liabilities and Shareholders' Equity
Current Liabilities:
Current portion of long-term debt ........... $ 1,855 $ 1,752
Accounts payable and accrued liabilities .... 20,281 22,024
Accrued payroll and benefits ................ 5,330 5,976
--------- --------
Total current liabilities ................... 27,466 29,752
--------- --------
Long-Term Debt, net of current portion ...... 125,138 126,120
Other Liabilities ........................... 4,076 4,735
Commitments and Contingencies
Shareholders' Equity (Deficit):
Convertible preferred stock, $.01 par value
Issued and Outstanding - 400 at June 30
and December 31 4 4
Common stock, $.01 par value
Issued and Outstanding - 40,250 at June 30
and 37,285 at December 31 ................ 402 373
Additional paid-in capital .................. 227,538 226,078
Accumulated deficit ......................... (262,296) (261,143)
-------- --------
Total shareholders' deficit ................. (34,352) (34,688)
-------- --------
$ 122,328 $ 125,919
-------- --------
<FN>
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<PAGE>
<TABLE>
UNILAB CORPORATION
STATEMENTS OF OPERATIONS
THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1997 AND 1996
(amounts in thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenue $54,027 $52,058 $107,060 $103,599
------- ------ ------- -------
Direct Laboratory and Field Expenses:
Salaries, wages and benefits 17,352 17,291 35,172 34,896
Supplies 7,616 7,152 15,167 13,752
Other operating expenses 14,593 13,366 28,575 26,399
------- ------- ------- -------
39,561 37,809 78,914 75,047
Amortization and depreciation 2,312 2,905 4,465 5,724
Selling, general and administrative expenses 8,539 10,871 17,694 21,855
------- ------- -------- -------
Total Operating Expenses 50,412 51,585 101,073 102,626
------- ------- -------- -------
Operating Income 3,615 473 5,987 973
------- ------- ------- -------
Other Income (Expenses):
Third party interest, net (3,561) (3,534) (7,068) (6,299)
Related party interest -- 375 -- 750
-------- ------- ------- -------
Total Other Income (Expenses) (3,561) (3,159) (7,068) (5,549)
-------- ------- ------- -------
Income (Loss) Before Income Taxes
And Extraordinary Item 54 (2,686) (1,081) (4,576)
Tax Provision -- -- -- --
-------- ------- ------- -------
Income (Loss) Before Extraordinary Item 54 (2,686) (1,081) (4,576)
Extraordinary item - loss on early
extinguishment of debt -- -- -- 3,451
-------- ------- ------- -------
Net Income (Loss) $ 54 ($ 2,686) ($ 1,081) ($ 8,027)
-------- ------- ------- -------
Preferred Stock Dividends $ 36 $ 36 $ 72 $ 72
Net Income (Loss) Available to Common
Shareholders $ 18 ($ 2,722) ($ 1,153) ($ 8,099)
Net Income (Loss) Per Share:
Income (Loss) Before Extraordinary Item $ 0.00 ($ 0.07) ($ 0.03) ($ 0.12)
Extraordinary Item $ 0.00 $ 0.00 $ 0.00 ($ 0.10)
Net Income (Loss) Per Share $ 0.00 ($ 0.07) ($ 0.03) ($ 0.22)
Weighted Average Common Shares
Outstanding 40,221 36,666 39,512 36,610
-------- ------ ------ -------
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
UNILAB CORPORATION
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(amounts in thousands)
(Unaudited)
<CAPTION>
Six months ended June 30,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ................................................... ($ 1,081) ($ 8,027)
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization and depreciation ........................... 4,465 5,724
Provision for doubtful accounts ......................... 7,811 6,969
Extraordinary item - loss on early extinguishment of debt -- 3,451
Net changes in assets and liabilities affecting operations:
Increase in Accounts receivable ......................... (10,844) (9,249)
Increase in Inventory of supplies ....................... (84) (55)
Decrease in Prepaid expenses and other current assets ... 277 228
(Increase) decrease in Other assets ..................... (682) 141
Decrease in Accounts payable and accrued liabilities .... (1,613) (1,874)
Increase (decrease) in Accrued payroll and benefits ..... (88) 548
Other ................................................... (31) 186
------- -------
Net cash used by operating activities ................... (1,870) (1,958)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under third party debt ....................... -- 123,490
Payments of third party debt ............................ (879) (104,029)
Financing costs under the Senior Notes .................. -- (4,730)
Proceeds from the sale of common stock .................. 581 --
Other ................................................... -- (25)
------ -------
Net cash provided (used) by financing activities ........ (298) 14,706
------ -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .................................... (1,318) (1,895)
Payments for acquisitions ............................... (1,128) (1,659)
------- -------
Net cash used by investing activities ................... (2,446) (3,554)
------- -------
NET INCREASE (DECREASE) IN CASH, RESTRICTED CASH
AND CASH EQUIVALENTS .................................... (4,614) 9,194
CASH, RESTRICTED CASH AND CASH EQUIVALENTS -
Beginning of Period ..................................... 13,080 70
------- -------
CASH, RESTRICTED CASH AND CASH EQUIVALENTS -
End of Period ........................................... $ 8,466 $ 9,264
------- -------
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
UNILAB CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Management Opinion
In the opinion of management, the accompanying unaudited interim
financial statements reflect all adjustments which are necessary to
present fairly the financial position, results of operations and cash
flows for the interim periods reported. All such adjustments made were of
a normal recurring nature, except for the extraordinary charge of $3.5
million recorded in the first quarter of 1996 for the write-off of
deferred financing costs related to a previous credit facility.
The accompanying interim financial statements and related notes should be
read in conjunction with the financial statements of Unilab Corporation
("Unilab" or the "Company") and related notes as contained in the Annual
Report on Form 10-K for the year ended December 31, 1996.
2. Net Income (Loss) Per Share
Net income (loss) per share is computed by dividing net income (loss)
less preferred stock dividends by the weighted average number of common
shares outstanding for each period presented. Common stock equivalents,
which include options and warrants, are included in the income (loss) per
common share calculation when the effect is dilutive. The assumed
conversion of the convertible preferred stock is excluded from the
calculation since its effect would be immaterial.
3. Long-Term Debt
During the second quarter of 1997 the Company remained in compliance with
all covenants contained in an agreement with a financial institution to
sell up to $20.0 million of accounts receivable (the "Receivables
Agreement").
While the full amount of the facility is currently available to the
Company, the Company had not sold any receivables under the Receivables
Agreement as of August 4, 1997.
4. Supplemental Disclosure of Cash Flow Information
(amounts in thousands) Six months ended June 30,
1997 1996
Cash paid during the period for:
Interest $7,067 $3,194
Income taxes 1 8
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three and Six Month Periods Ended June 30, 1997 Compared with the Three and
Six Month Periods Ended June 30, 1996
Revenue increased to $54.0 million and $107.1 million for the three and six
month periods ended June 30, 1997 from $52.1 million and $103.6 million for
the comparable prior year periods, representing increases of $1.9 million
or 3.8% and $3.5 million or 3.3%, respectively. The increases were the
result of additional specimen volume generating approximately $5.2 million
and $12.8 million offset by changes in payor mix and decreases in
reimbursement levels of approximately $3.3 million and $9.3 million during
the three and six month periods ended June 30, 1997 and 1996.
The $5.2 million and $12.8 million increase in specimen volume was due to a
10.0% and 12.3% increase in the number of specimens processed during the
three and six month periods ended June 30, 1997 versus the comparable prior
year periods. Such increases were primarily attributable to growth in the
Company's core business.
The Company experienced a 5.7% and 8.0% decline in the average
reimbursement received for each specimen processed during the three and six
month periods ended June 30, 1997 versus the comparable prior year periods.
Such decreases were primarily due to an increase in managed care business
and a general softening in reimbursement levels across most payor groups,
most notably from insurance carriers.
While average reimbursement was down over prior year periods, the second
quarter 1997 average reimbursement approximated the average reimbursement
in the first quarter 1997, the first time in over a year that average
reimbursement has not decreased from the preceding quarter.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
were $5.9 million and $10.5 million for the three and six month periods
ended June 30, 1997, compared to $3.4 million and $6.8 million for the
comparable prior year periods (excluding a 1996 first quarter extraordinary
charge).
Salaries, wages and benefits increased to $17.4 million and $35.2 million
for the three and six month periods ended June 30, 1997 from $17.3 million
and $34.9 million for the comparable prior year periods. However, as a
percentage of revenue, salaries, wages and benefits decreased to 32.1% and
32.9% for the three and six month periods ended June 30, 1997 from 33.2%
and 33.7% for the comparable prior year periods. Such decreases primarily
reflect a reduction in headcount, control over the growth in wage increases
and economies of scale associated with fewer employees processing a
significantly higher specimen volume.
<PAGE>
Supplies expense increased to $7.6 and $15.2 million for the three and six
month periods ended June 30, 1997 from $7.2 million and $13.8 million for
the comparable prior year periods. As a percentage of revenue, supplies
expense increased to 14.1% and 14.2% for the three and six month periods
ended June 30, 1997 from 13.7% and 13.3% for the comparable prior year
periods. Such increases were the result of increased specimen volume, as
the cost of supplies for each specimen processed has remained relatively
consistent during the respective periods.
Other operating expenses increased to $14.6 million and $28.6 million for
the three and six month periods ended June 30, 1997 from $13.4 million and
$26.4 million for the comparable prior year periods. As a percentage of
revenue, other operating expenses increased to 27.0% and 26.7% for the
three and six month periods ended June 30, 1997 from 25.7% and 25.5% for
the comparable prior year periods. Such increases were primarily due to
increases in lab subcontracting expenses due to increases in volume sent to
outside reference laboratories and increases in bad debt expenses, both
being consistent with the higher trends recognized by the Company
throughout 1996.
Amortization and depreciation expense decreased to $2.3 million and $4.5
million for the three and six month periods ended June 30, 1997 from $2.9
million and $5.7 million for the comparable prior year periods. Such
decreases were primarily due to the reduction in amortization expense from
the write-off of goodwill and customer lists of $61.7 million in the fourth
quarter of 1996 offset by increased depreciation expense from approximately
$4.1 million of laboratory computer equipment and software placed into
service at one of the Company's laboratory locations in the first quarter
of 1997.
Selling, general and administrative expenses decreased to $8.5 million and
$17.7 million for the three and six month periods ended June 30, 1997 from
$10.9 million and $21.9 million for the comparable prior year periods. As a
percentage of revenue, selling, general and administrative expenses
decreased to 15.8% and 16.5% for the three and six month periods ended June
30, 1997 from 20.9% and 21.1% for the comparable prior year periods. Such
decreases continue the trend realized by the Company in the latter half of
1996 and relates to a reduction in the level of expenditures incurred in
the sales and marketing area, including revisions in incentive programs and
reduction in staffing levels and organizational and support services, and
reduction in corporate managerial and administrative positions.
Third party interest expense, net increased to $3.6 million and $7.1
million for the three and six month periods ended June 30, 1997 from $3.5
million and $6.3 million for the comparable prior year periods primarily
due to increased indebtedness incurred by the Company under an offering of
$120.0 million of senior notes (the "Senior Notes") in March 1996.
Related party interest income of $0.4 million and $0.8 million for the
three and six month periods ended June 30, 1996 reflects interest income on
a $15.0 million promissory note the Company received upon the sale,
effective June 30, 1995, of an equity investment. In November 1996, the
Company sold a 100% participation interest in its rights under the $15.0
million promissory note to a third party.
Upon completion of the Senior Notes offering, the Company wrote off $3.5
million of deferred financing costs related to the Company's previous
credit agreements.
<PAGE>
Liquidity and Capital Resources
Net cash used by operating activities was $1.9 million for the six months
ended June 30, 1997 and reflects a slight improvement over the comparable
prior year period when net cash used by operating activities was $2.0
million.
Net cash used by financing activities was $0.3 million for the six months
ended June 30, 1997, resulting from scheduled principal repayments under
capital lease obligations of $0.9 million offset by the proceeds of $0.6
million from the sale of common stock to a member of the Board of Directors
and the Company's former Chief Executive Officer.
Net cash used by investing activities was $2.4 million for the six months
ended June 30, 1997, resulting from $1.3 million of capital expenditures
and $1.1 million of payments made on acquisitions completed in 1996 and
1995.
The Company had $7.6 million of unrestricted cash and cash equivalents on
hand at June 30, 1997. In addition, during the second quarter of 1997 the
Company remained in compliance with all covenants contained in the
Receivables Agreement and therefore the Company may sell up to $20.0
million of accounts receivables under the Receivables Agreement. While the
full amount of the facility is currently available to the Company, the
Company had not sold any receivables under the Receivables Agreement as of
August 4, 1997.
While the Company has had success in implementing the actions to improve
its operating results, and in turn, its operating cash flows as described
in its Annual Report on Form 10-K for the year ended December 31, 1996, the
Company is continuing to implement those and other opportunities to further
improve its operating performance. Ongoing efforts include renegotiation of
capitated contracts, reductions in field infrastructure expenses, increased
billing and collection efforts, centralization of most accounting
functions, consolidation or downsizing of field and/or laboratory
facilities and targeted reductions in overhead and other operating
expenses. While the Company believes that the amount of unrestricted cash
and cash equivalents and borrowing capabilities of $20.0 million under the
Receivables Agreement will be sufficient for the Company to meet
anticipated requirements for working capital, interest payments, capital
expenditures and scheduled principal payments under capital lease
obligations for the foreseeable future, the Company must continue to show
improvement in its operating results in order to meet those same
requirements in subsequent periods.
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities
The following shares of Unilab common stock were sold by the
Company during the quarterly period ended June 30, 1997 that
were not registered under the Securities Act of 1933, as
amended:
Date Number of Shares Price Purchase
April 3, 1997 533,333 $0.5625 Andrew H. Baker
April 4, 1997 500,000 $0.5625 Kirby L. Cramer
533,333 shares were sold to Mr. Baker pursuant to the transition
agreements between Mr. Baker and the Company in connection with
Mr. Baker's resignation in January 1997 as Chairman, President
and Chief Executive Officer of the Company. The shares were sold
to Mr. Baker at the closing market price on April 3, 1997. Such
shares were issued in reliance upon the private placement
exemption under Regulation D of the Securities Act. Mr. Baker
was granted piggyback registration rights with respect to such
shares.
500,000 shares were sold to Mr. Cramer, a director of the
Company, pursuant to the 1997 Directors Stock Purchase Plan. The
shares were sold to Mr. Cramer at the closing market price on
April 4, 1997. Such shares were issued in reliance upon the
private placement exemption under Regulation D of the Securities
Act.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's 1997 Annual Meeting of Stockholders held on
June 17, 1997, stockholders voted upon (i) election of directors
and (ii) ratification and approval of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1997. Shares were voted on each such matter as
follows:
<PAGE>
Election of Directors
Name For Withheld
Haywood D. Cochrane, Jr. 33,289,008 429,635
Kirby L. Cramer 33,274,398 444,245
Michael B. Hoffman 33,200,098 518,545
Gabriel B. Thomas 33,280,398 438,245
David C. Weavil 33,283,908 434,735
Ratification and Approval of Arthur Andersen LLP
For: 33,448,808 Against: 125,141 Abstain: 144,694
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
Exhibit 99.1 - Press Release, dated August 4, 1997,
announcing second quarter earnings results.
(B) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
UNILAB CORPORATION
By: /s/ Richard A. Michaelson
Date: August 4, 1997 Richard A. Michaelson
Senior Vice President - Finance,
Treasurer and Chief Financial Officer
Exhibit 99.1
UNILAB CORPORATION
(AMEX:ULB)
18448 Oxnard Street
Tarzana, CA 91356
www.Unilab.com
For Further Information:
Richard A. Michaelson
Phone: (818) 758-6607
e-mail: [email protected]
IMMEDIATE RELEASE
August 4, 1997
UNILAB CORPORATION ANNOUNCES SECOND QUARTER RESULTS
TARZANA, CA, August 4, 1997 -- UNILAB Corporation (AMEX:ULB) announced today
that net sales for the quarter ended June 30, 1997 increased to $54.0 million
from $52.1 million in the same period last year. The Company reported net income
for the second quarter of 1997 of $54 thousand or $0.00 per common share,
compared to a net loss of $2.7 million, or $(0.07) per common share in the same
period last year.
"Our second quarter results, which continue the prior quarter's improving
trends, reflect Unilab's solid progress on our primary objectives of
strengthening our pricing and improving our cost structure," said David Weavil,
Chairman and Chief Executive Officer of Unilab. "The attention to detail and
hard work of our dedicated employees is helping us meet the challenge of this
demanding environment. Their efforts contributed to achieving the 75% increase
in Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) to
$5.9 million, from $3.4 million in the second quarter of last year, and putting
us `in the black' for the first time in almost two years."
As it had done in the first quarter of this year, Unilab again reported record
sales and record specimen volume in the second quarter, testing approximately
10% more patients than it did in the second quarter of last year. Average
pricing, though down by approximately 5% from prior year level, was
approximately the same as the first quarter of 1997, the best quarter to quarter
comparison in over a year.
"We also continued to make encouraging progress on the cost front," added Mr.
Weavil, "not just in performing more testing without adding to our cost
infrastructure, but in reducing our absolute expense levels in important,
controllable areas. Key operating expenses, particularly staffing, have steadily
been reduced during the year, as we focus our resources on those service areas
that our clients most value. Selling, general and administrative expense
continued to tighten to under 16% of sales, which has steadily declined from the
20.9% it represented in the second quarter of 1996."
The Company's cash position at the end of the second quarter was $8.5 million,
reflecting strong receivables collections that further reduced the number of
days sales outstanding (DSO), a measure of billing and collection efficiency, to
67 days, a reduction of one day from the previous quarter, and the fourth
consecutive quarter of improved DSO.
For the first half of 1997, Unilab reported a net loss of $1.1 million, or
$(0.03) per common share on sales of $107.1 million. For the prior year, the
company had a net loss, excluding a first quarter $3.5 million extraordinary
charge, of $4.6 million, or ($0.12) per common share, on sales of $103.6
million. EBITDA for the first six months of 1997 was $10.5 million, compared to
$6.7 million in the first half of 1996.
Unilab Corporation is the largest provider of clinical laboratory testing
services in California through its primary testing facilities in Los Angeles,
San Jose and Sacramento and over 200 regional service and testing facilities
located throughout the state.
- - tables to follow -
<PAGE>
<TABLE>
Unilab Corporation
Consolidated Statement of Operations
(amounts in thousands, except per share data)
<CAPTION>
Three months ended 6/30, Six months ended 6/30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenue .................................... $ 54,027 $ 52,058 $ 107,060 $ 103,599
Direct Laboratory and Field Expenses:
Salaries, Wages and Benefits ........... 17,352 17,291 35,172 34,896
Supplies ............................... 7,616 7,152 15,167 13,752
Other Operating Expenses ............... 14,593 13,366 28,575 26,399
-------- -------- --------- ---------
39,561 37,809 78,914 75,047
-------- -------- --------- ---------
Amortization and Depreciation .............. 2,312 2,905 4,465 5,724
Selling, General and Administrative Expenses 8,539 10,871 17,694 21,855
-------- -------- --------- ---------
Total Operating Expenses ............... 50,412 51,585 101,073 102,626
Operating Income ........................... 3,615 473 5,987 973
Other Income (Expenses)
Interest Expense, net .................. (3,561) (3,159) (7,068) (5,549)
Income (Loss) Before Income Taxes and
Extraordinary Item ..................... 54 (2,686) (1,081) (4,576)
Extraordinary Item - Loss on Early
Extinguishment of Debt ..................... -- -- -- 3,451
-------- -------- --------- ---------
Net Income (Loss) .......................... 54 (2,686) (1,081) (8,027)
Preferred Stock Dividends .................. 36 36 72 72
-------- -------- --------- ---------
Net Income (Loss) Available to Common
Stockholders ............................ $ 18 ($ 2,722) ($ 1,153) ($ 8,099)
Net Income (Loss) per Share:
Income (Loss) Before Extraordinary Item .... $ 0.00 ($ 0.07) ($ 0.03) ($ 0.12)
Extraordinary Item ......................... -- -- -- ($ 0.10)
Net Income (Loss) .......................... $ 0.00 ($ 0.07) ($ 0.03) ($ 0.22)
Weighted Average Common
Shares Outstanding ......................... 40,221 36,666 39,512 36,610
EBITDA, excluding extraordinary item ....... $ 5,927 $ 3,378 $ 10,452 $ 6,697
</TABLE>
<PAGE>
<TABLE>
Unilab Corporation
Consolidated Balance Sheet
(amounts in thousands)
<CAPTION>
June 30 December 31,
1997 1996
<S> <C> <C>
Cash, Restricted Cash and Cash Equivalents ............. $ 8,466 $ 13,080
Accounts Receivable, net ..................................40,312 37,279
Other Current Assets .......................................4,413 4,306
--------- ---------
Total Current Assets .................................53,191 54,665
Fixed Assets, net .........................................15,575 17,264
Goodwill and Other Intangible Assets ......................46,904 48,038
Other Assets ...............................................6,658 5,952
--------- ---------
Total Assets ........................................... $122,328 $125,919
--------- ---------
Total Current Liabilities .................................27,466 29,752
Long-Term Debt, net of current portion ...................125,138 126,120
Other Liabilities ..........................................4,076 4,735
Total Shareholders' Deficit ..............................(34,352) (34,688)
--------- ---------
Total Liabilities and Shareholders' Deficit ............ $122,328 $ 125,919
-------- --------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000899714
<NAME> UNILAB CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 8,466
<SECURITIES> 0
<RECEIVABLES> 48,903
<ALLOWANCES> (8,591)
<INVENTORY> 2,688
<CURRENT-ASSETS> 53,191
<PP&E> 41,126
<DEPRECIATION> (25,551)
<TOTAL-ASSETS> 122,328
<CURRENT-LIABILITIES> 27,466
<BONDS> 119,208
0
4
<COMMON> 402
<OTHER-SE> (34,758)
<TOTAL-LIABILITY-AND-EQUITY> 122,328
<SALES> 107,060
<TOTAL-REVENUES> 107,060
<CGS> 0
<TOTAL-COSTS> 71,103
<OTHER-EXPENSES> 22,159
<LOSS-PROVISION> 7,811
<INTEREST-EXPENSE> 7,068
<INCOME-PRETAX> (1,081)
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</TABLE>
