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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required) For the fiscal year ended December 31, 1999
Or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from
___________ to ___________
Commission file number: 1-12145
SNYDER COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1983617
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Two Democracy Center
6903 Rockledge Drive
Bethesda, Maryland 20817
(301) 468-1010
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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SNC common stock, par value $.001 per share New York Stock Exchange
Circle.com common stock, par value $.001 per Nasdaq National Market System
share
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 [_]
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 statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_].
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The aggregate market value of the voting stock of the registrant held by non-
affiliates as of March 20, 2000 was approximately $1,300,361,458.
As of March 20, 2000, there were 71,735,360 outstanding shares of the
registrant's SNC common stock and 22,551,885 outstanding shares of the
registrant's Circle.com common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
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ITEM DESCRIPTION PAGE
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PART I
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1 Business 1
2 Properties 13
3 Legal Proceedings 13
4 Submission of Matters to a Vote of Securities Holders 13
PART II
5 Market for Registrant's Common Equity and Related 14
Stockholder Matters
6 Selected Financial Data 16
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Snyder Communications, Inc. 20
SNC 27
Circle.com 34
7A Quantitative and Qualitative Disclosures About
Market Risk 39
Snyder Communications, Inc. 39
SNC 40
Circle.com 41
8 Financial Statements and Supplementary Data 44
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 143
PART III
10 Directors and Executive Officers of the Registrant 144
11 Executive Compensation 146
12 Security Ownership of Certain Beneficial Owners
and Management 150
13 Certain Relationships and Related Transactions 153
PART IV
14 Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 155
Signatures 158
Index to Exhibits
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PART I
Item 1. Business.
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Introduction
Since completing our initial public offering in September 1996, we have
significantly expanded the range of marketing services we are able to offer our
clients. This expansion has been accomplished by creating and initiating new
programs or service offerings and by acquiring businesses that offer
complementary services. Our strategy has been to grow our existing businesses
and to integrate services of our acquired companies with those of our existing
operations. The service offerings of acquired companies have been combined with
those previously offered by us to create our two business units, SNC and
Circle.com. SNC is a direct marketing, advertising and communications agency and
Circle.com is an Internet professional services provider.
On September 27, 1999, we completed the spin-off of our healthcare
marketing services business, Ventiv Health, Inc., to existing shareholders.
Ventiv Health, Inc. is now an independent, publicly-traded company. On October
22, 1999, we completed the recapitalization of our company by replacing the
Snyder Communications, Inc. common stock with two new series of stock, the SNC
common stock and the Circle.com common stock. Shareholders continue to be
subjected to all of the risks associated with an investment in Snyder
Communications and all of its businesses, assets, and liabilities. The SNC
common stock tracks the separate performance of SNC and a retained interest in
Circle.com. The Circle.com common stock tracks the separate performance of
Circle.com, excluding SNC's retained interest in Circle.com. Therefore, where
appropriate, this annual report will discuss separately the businesses of SNC
and Circle.com.
Financial information about our two operating segments, SNC and
Circle.com, along with financial information about foreign and domestic
operations may be found in the consolidated financial statements of Snyder
Communications, Inc. and the combined financial statements of SNC and
Circle.com.
On February 20, 2000, Havas Advertising ("Havas"), HAS Acquisition
Corp. and Snyder Communications, Inc. ("Snyder Communications" or the "Company")
entered into an Agreement and Plan of Merger, pursuant to which HAS Acquisition
Corp. will be merged with and into Snyder Communications, with Snyder
Communications surviving as a subsidiary of Havas (the "Merger"). The
consummation of the Merger is subject to certain conditions, including approval
by the stockholders of each of Snyder Communications and Havas and receipt of
all required regulatory approvals. The items included in this Annual Report on
Form 10-K discuss the business, results of operations, and financial condition
of Snyder Communications without regard to the impact that the Merger could have
on the Company.
SNC
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General
SNC is a leading international full-service direct marketing,
advertising and communications agency, with operations throughout the United
States, the United Kingdom and continental Europe. We provide direct marketing
services to clients through Brann Worldwide and Bounty SCA Worldwide and
advertising services through Arnold Communications. Our clients are primarily
global companies with large annual sales and marketing expenditures facing
significant competitive pressures to retain or expand their respective market
share. These clients operate in a broad range of industries, including
automotive, consumer packaged goods, financial services, telecommunications and
gas and electric utilities. For the year ended December 31, 1999, no single
client accounted for more than 7% of SNC's revenues.
Industry Overview
The direct marketing, advertising and communications industry provides
a variety of services used to develop and deliver messages to both broad and
targeted audiences through a wide range of communication channels. The industry
includes traditional advertising services as well as other marketing
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and communications services, such as direct and database marketing, sales
promotion, public relations, branding consultation and other specialized
services.
Direct marketing channels, which include direct mail, personal contact
and direct response media, enable the delivery of a customized marketing message
to a targeted business or consumer segment. Unlike most traditional advertising
mediums, the response of targeted customers to direct marketing programs can be
accurately measured. This allows marketers to quickly evaluate, refine and
improve their direct marketing programs and to measure the financial returns on
investments in such programs. Demographic shifts and lifestyle changes,
increasing competition among businesses, deregulation in certain industries, and
a proliferation of new products and services have contributed to the increasing
cost and complexity of traditional advertising programs in recent years.
Several significant trends are changing the dynamics of the direct
marketing, advertising and communications industry, including the following:
. Growth In Direct Marketing, Advertising and Communications
Markets. The globalization of markets and the deregulation of
several sectors of domestic and international markets have led to
growth in demand for direct marketing, advertising and
communications services by large corporate clients. An increasing
number of companies are expanding globally and, where they
consider it appropriate, are seeking consistent brand images and
market positions for their products throughout the world. In
industries where regulatory developments have encouraged
increased competition among industry participants, such as in the
telecommunications and utilities industries, a growing number of
companies have sought to establish and enhance their brand images
through comprehensive direct marketing, advertising and
communications programs. We expect to benefit from the continued
growth of these markets.
. Increased Emphasis on Direct Marketing. The desire of companies
to reach their target audiences and quantify the effectiveness of
their communications has resulted in greater demand for direct
marketing methods which utilize demographic information,
information supplied by consumers through surveys, product
sampling programs and face-to-face contact. This enables them to
customize their marketing message for discrete target markets.
These techniques enable companies to quantify the success of
their campaigns and monitor the return on investment of their
marketing expenditures using mechanisms such as response rate
tracking. Approximately 75% of our business operations are
focused on direct marketing services. Therefore, we believe that
we are well positioned to benefit from this increasing demand.
. Increased Focus on Brand Development. In recent years,
advertisers have increasingly focused on the image or brand
identity of their organizations, products and services in an
effort to differentiate themselves from competitors and increase
brand loyalty. This emphasis on brand development has increased
the demand for delivery of consistent messages. As a result,
companies are seeking direct marketing, advertising and
communications organizations that coordinate resources across
multiple disciplines, geographies and media. We believe we are
well positioned to take advantage of this trend by using our
"Brand Essence" strategic and creative philosophy. Brand Essence
identifies and sells the rational attributes of a brand in an
emotional way that connects with today's consumers.
. Demand for Integrated Service Offerings. Increasingly, companies
are turning to large direct marketing, advertising and
communications organizations to provide integrated services
across multiple disciplines. These integrated services ensure a
consistent brand presence, maximize the effectiveness of their
messages around the world, better coordinate their marketing
activities and simplify and strengthen their relationships with
their marketing partners. This demand for integrated services has
led to the creation of a small number of global direct marketing,
advertising and communications companies, including SNC, that
strive to provide their clients with a full range of services in
each of the local markets in which their clients operate.
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Operations
Our direct marketing services are provided to clients through our Brann
Worldwide and Bounty SCA Worldwide networks. Our advertising services are
provided through Arnold Communications network.
Brann Worldwide
We provide full scale direct marketing and sales solutions through the
Brann Worldwide network. Brann Worldwide focuses on the communications points
where clients and their customers come into direct contact with each other in
order to optimize customer identification, acquisition and retention. To
accomplish this objective, Brann Worldwide provides its clients with the
services described below.
Strategic Planning and Consulting. Strategic planning is the initial
stage of the development of a direct marketing program. In this stage, we:
. assess our client's business, profit and sales objectives;
. define the target market; and
. develop direct marketing plans and programs to achieve the
client's objectives.
Our creative staff typically develops the marketing message, produces
the art and images and designs the direct marketing materials. Our media and
research staff are also involved throughout the design, production and execution
of the client's direct marketing program by assisting in developing the
marketing message and identifying the target audience through the use of
qualitative and quantitative market research techniques, statistical modeling
and the analysis of demographic segments.
Data Warehousing and Modeling. Data warehousing and modeling involves
collecting and analyzing client transaction data and other data from
commercially available consumer lists into an integrated database that is used
to predict consumer responses. Data modeling enables Brann Worldwide to predict
the results of a direct marketing program and enables clients to quantify and
measure the return on their marketing investment. Brann Worldwide uses a
combination of proprietary statistical models to predict consumer response and
marketing program profitability. One of these types of models is Brann
Worldwide's Cultivation Opportunity IndexSM, which is a matrix scoring model
that uses proprietary, multi-variant algorithms to determine lifetime customer
value. This modeling process helps to predict the longevity and profitability of
a customer relationship by determining the likelihood and time of a customer's
attrition or defection. This model will also predict a prospect's willingness
and likelihood to respond to a specific offer. Brann Worldwide uses this
modeling process to craft client marketing programs to maximize profitability.
Database Management. Brann Worldwide builds and runs outsourced
customer information systems, databases and direct marketing systems for its
clients. We develop and maintain customer databases for our clients as well as
manage customer data on specific direct marketing campaigns. Our management of
customer data enables us to deliver direct marketing communications to targeted
markets.
Direct Mail. As part of our full service offering, we create and manage
direct mail programs for our clients. We develop the editorial content and the
creative design of marketing materials used in a client's program. We also
manage customer responses to many of our clients' programs. We play an important
role in managing the process of producing our clients' direct marketing
materials. Through our own production capabilities and through numerous vendor
relationships, we manage the production of hundreds of millions of direct mail
pieces on an annual basis. We believe our expertise in managing large scale
direct mail programs is a significant competitive advantage.
Field Marketing. Brann Worldwide's field sales representatives make
face-to- face contact with potential customers at the customers' offices or
homes and at local events. Field sales representatives who are targeting
consumer residential customers focus their sales efforts on event marketing,
mainly at fairs, festivals and shopping malls. Field sales representatives who
are targeting business customers typically call on small businesses either on a
"cold call" basis or, increasingly, from leads generated by our direct
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mail or database marketing efforts. Brann Worldwide also provides field
marketing services which include reporting and data analysis, distribution and
in-store merchandising.
Return on Investment Evaluation. In addition to creating and executing
strategic marketing plans for its clients, Brann Worldwide also analyzes the
results of marketing programs. This allows Brann Worldwide to provide an
evaluation of the performance of its clients' marketing campaigns. Brann
Worldwide's clients' marketing needs are constantly changing, and through the
analysis of the effectiveness of a particular marketing plan, Brann Worldwide
provides its clients with a real-time evaluation of the clients' return-on-
investment in Brann Worldwide's services.
Bounty SCA Worldwide
We provide marketing services and sales promotion through Bounty SCA
Worldwide. Bounty SCA provides its clients with high penetration of consumer
access through its many consumer access channels, which reach in excess of 100
million consumers through over 150,000 consumer venues. Bounty SCA reaches mass
amounts of targeted consumers where they live, learn and play in an environment
designed to maximize the time and effectiveness in front of the consumer.
Consumer insight is utilized to develop product services and offerings. Bounty
SCA defines consumer needs and understands how these needs translate into
consumer purchasing. Bounty SCA leverages its in depth and specialized service
lines to bring a variety of in depth business building products and services to
the consumer on behalf of its diverse client base. Each Bounty SCA service line
possesses specific expertise.
Consumer Marketing Services (CMS) possesses the consumer insight
modeling, client need assessment as well as the relationships with many of the
consumer access channels. CMS also specializes in several tactical areas such
as: cooperative and custom product sampling, custom publishing, WallBoards(R)
and other information displays, exhibitions, book cover production, retail
properties and program management capabilities.
Cooperative/Custom Product Sampling. In its cooperative and custom
product sampling programs, Bounty SCA Worldwide distributes product samples to
targeted consumer groups. Sample packs typically contain a variety of sample
products, coupons and literature. Sample packs are given away in areas where
targeted consumers are frequently present, such as schools, physician offices,
college dormitories, child-care centers and hospital maternity wards. In many
instances participating locations sign a two- or three-year exclusivity
agreement stating that the pack will be the only sampling program allowed at the
location during that time. Sample packs provide a vehicle for distributing
products and information to targeted customers at a time when they are most
receptive to changes in purchasing habits. Examples of Bounty SCA's sample pack
programs are the New Mother Pack reaching 96% of new mothers in the UK within 72
hours of giving birth, the Diabetes Pack, which is distributed to diabetes
patients in endocrinologist offices and the Good Stuff Pack, which is
distributed to college freshmen in their dormitory rooms.
Bounty SCA Worldwide provides targeted product sampling programs in the
United States and the United Kingdom through distribution channels that
currently include approximately 50,000 day care centers and pre-schools,
approximately 57,000 elementary schools, approximately 25,000 middle, junior and
senior high schools, approximately 2,800 four-year colleges, approximately 6,000
hospitals and maternity wards and over 21,000 offices of physicians and
specialty health providers. Sponsors of these programs include various divisions
of Procter & Gamble, and, alphabetically, Clorox, Helene Curtis, HJ Heinz,
Johnson & Johnson, Kraft, Lever Brothers, Reckitt & Coleman and Ross/Abbott
Labs. These companies are representative of the size and industries of the
clients that typically participate in our targeted product sampling programs.
Bounty SCA has established relationships with leading associations, such as the
American Diabetes Association and the Arthritis Foundation, which permit Bounty
SCA to use the logos of these associations on Bounty SCA's sample packs. Bounty
SCA is required to obtain the approval of an association before using its logo
on any particular type of sample pack.
Custom Publishing. Bounty SCA Worldwide generally includes proprietary
need-solving editorial through targeted publications in its sample packs to
enhance their value to the consumer, as well as to provide us with an additional
source of revenue and an additional means of collecting data. The proprietary
literature contains information, coupons and advertisements relevant to the
particular targeted consumer market that receives each sample pack. Bounty SCA
distributes this literature as part of programs targeting high school teens and
elementary school parents each spring and fall, working mothers
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close to Mother's Day and college students each fall. Bounty SCA provides
proprietary health-oriented publications to expectant mothers, new mothers and
parents of toddlers, including The Bounty Pregnancy Guide, The Bounty Baby Care
Guide and The Bounty Young Family Guide. In addition to these titles, Bounty SCA
publishes hospital information booklets on behalf of nearly 150 maternity
hospitals for distribution to expectant mothers. All of these publications are
funded through advertisements and are distributed free of charge.
WallBoards(R) and Other Information Displays. WallBoards(R) are framed
information and sponsored displays that are mounted in high traffic consumer
areas. WallBoards(R) present educational, editorial and product information that
is targeted to specific user groups. These boards are located in areas where the
targeted customers are likely to be waiting for services and, therefore, are
likely to be interested in receiving information and trying new products, such
as child-care centers and corporate airport terminals. Each WallBoard(R)
location is generally available to us under a two- or three-year exclusive
agreement with automatic renewal provisions. The WallBoard(R) locations provide
the space free of charge because of its perceived benefit to the targeted
audience. Two examples of our WallBoard(R) information displays are:
. Heart Health WallBoard(R), which targets cardiology patients; and
. Your Kids WallBoard(R), which targets working parents.
Each of the WallBoard(R) sponsors has "category exclusivity" for their
product in their program. Examples that are representative of the size and
industries of the corporate sponsors of our WallBoard(R) information displays
include, alphabetically, Gerber, Hoechst Marion Roussel and Quaker Oats. As with
its cooperative/customer product sampling programs, Bounty SCA has established
relationships with associations that specialize in the particular targeted area,
such as the American Heart Association and the National Child Care Association.
These associations permit us to use their logos on our Wallboard(R) information
displays, which add to the overall credentials of the program.
Bounty SCA Worldwide also operates information centers in over 7,000
retail outlets through its Good Neighbor program. The Good Neighbor information
centers are displays which include pockets for take-one literature, tear-off
pads for the distribution of rebate offers and recipes, mini-posters which
contain consumer information and commercial messages, and free ad cards for
individuals to offer products or services.
Media Solution Services primarily services the direct response client
community. Direct response companies sell their products or services directly to
their customers without the use of retail space or other public outlet of
distribution. These companies use either an order form or toll-free number as
the only means of client acquisition. These same companies must find cost-
effective means of advertising to reach their audiences, solicit existing
customers and secure new customers. Bounty SCA creates and manages sales
programs for its direct response clients from various media alternatives. Bounty
SCA's print media advertising products include newspaper and magazine
insertions, package inserts, billing statement mailings, catalogs and numerous
other freestanding inserts and on-page opportunities. Many of these media carry
the implied endorsement from third party credentials such as financial
institutions, oil companies, utilities or retailers.
Media Solution Services develops innovative media campaigns built from
optimum placement strategy, proprietary programming, extensive brokerage scale
and turnkey management. This service line includes Media Brokerage, Media
Management and over 70 proprietary distribution channels. In addition, Media
Solution Services manages and brokers the sample packs and other products owned
by the Consumer Marketing Services service line.
Data Services focuses on leveraging the data collected through the
other service line consumer touch points. Data Services revenue streams are
broken into four areas: Data Acquisition, Database Management, Data Modeling and
List Services. Data Services currently provides database functions for companies
which include Procter & Gamble and Heinz.
List Services. Bounty SCA Worldwide has compiled demographic marketing
databases of more than 45 million individuals. These proprietary databases
consist primarily of high school students, young adults, new parents and
religiously and ethnically distinct individuals. We sell usage of these
databases to
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over 3,900 customers including brokers, advertising agencies and end-users that
employ direct marketing campaigns.
Logistics & Fulfillment Services utilizes processes and expertise developed
from the operations of its core business and global scale to provide clients
with complete front and back end services ranging from package sourcing,
fulfillment, program logistics management and e-commerce fulfillment.
Arnold Communications
Our advertising and public relations business is operated through our
Arnold Communications network. Arnold Communications provides a broad range of
services to plan and create advertising designed to build brand appeal, using a
variety of mediums such as television, radio, print and sales promotion. Some of
Arnold Communications' major clients include, alphabetically, American Legacy,
Bell Atlantic, McDonald's, Mobil, Ocean Spray, Royal Caribbean Cruise Lines,
Titleist and Volkswagen.
Arnold Communications consists of various divisions, including:
. a full-service, creative advertising agency;
. a media planning and purchasing organization;
. a full-service public relations agency;
. a design firm serving regional, national and international
clients; and
. a company dedicated exclusively to the design, implementation and
placement of national and regional Yellow Pages advertising
programs.
In developing advertising campaigns for its clients, Arnold
Communications relies upon its Brand Essence philosophy. The Brand Essence
approach begins by studying existing data on a particular clients' brand. Arnold
Communications then conducts consumer research to determine what are the brand's
strongest selling points through one-on-one interviews with consumers and
development focus groups. We use this information to determine what sets the
brand apart from its competitors, what images and feelings the brand conjures up
in their minds and what makes the brand, as well as the category, important in
their lives. The information is then used to develop a full campaign.
Competition
The direct marketing, advertising and communications industry is very
competitive and highly fragmented. Our principal competitors are large
multinational direct marketing, advertising and communications companies, as
well as numerous smaller agencies that operate only in the United States or in
one or more countries or local markets. We must compete with these other
companies and agencies to maintain existing client relationships and to obtain
new clients and assignments. Many of the other firms offer a limited number of
services within a limited geographic area, but there are several participants
whose businesses tend to be national or international and offer a broad array of
marketing services. Our competitors generally include the direct marketing and
advertising operations of various agencies, including the following groups,
listed alphabetically, Interpublic Group of Companies, Omnicom Group, WPP Group
and Young & Rubicam, Inc.
Recently, traditional advertising agencies also have been competing
with major consulting firms that have developed practices in direct marketing,
advertising and communications. New competitors also include smaller companies
such as systems integrators, database marketing and modeling companies and
telemarketers, which offer technological solutions to marketing and
communications issues faced by clients. In addition, the trend toward
consolidation of global accounts requires companies seeking to compete
effectively in the international direct marketing, advertising and
communications industry to make significant investments. These investments
include additional offices and personnel around the world and new and improved
technology for linking these locations and people.
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We believe that some of these competitors may have capabilities and
resources comparable to and in some respects greater than ours. We also compete
with the internal marketing capabilities of our clients and potential clients.
In addition, many of our initial sources for names in our databases could also
be available to a competitor wishing to develop a data delivery business. We
believe that we compete primarily on the following bases:
. our ability to provide clients with integrated marketing
solutions for their sales and marketing needs;
. our proprietary databases and programs;
. our creative and consulting expertise;
. our demonstrated ability to attract customers;
. our reputation for quality;
. our proprietary distribution channels with respect to information
displays and sample packs; and
. our technological expertise.
Seasonality
Various aspects of SNC's business are subject to seasonal variation.
However, we believe that the seasonality of the various aspects of our business
is not coincident, such that on an aggregate basis SNC's business is not subject
to significant seasonal variation.
Regulation
Our business is subject to government regulation, both within and
outside the United States. In the United States, federal, state and local
governments and their agencies and various consumer groups have directly or
indirectly affected or attempted to affect the scope, content and manner of
presentation of advertising. The continued activity by these groups regarding
advertising may cause further change in domestic advertising practices in the
coming years. We are unable to estimate the effect of these developments on our
business in the United States. We believe, however, that the total volume of
advertising in general media in the United States will not be materially reduced
due to future legislation or regulation, even if the form, content and manner of
presentation of advertising may be modified. In addition, we will continue to
endeavor to become aware of and be responsive to the possible implications of
these developments.
In addition, from time to time, state and federal legislation is
proposed with regard to the use of proprietary databases of consumer and health
groups. The uncertainty of this regulatory environment is increased by the fact
that we generate and receive data from many sources. As a result, there are many
ways that both domestic and foreign governments might attempt to regulate our
use of this data. Any restriction on this use could have a material adverse
effect on our company.
Our services offered outside the United States may be subject to
foreign regulations including those relating to advertising content, promotions
of financial products, activities requiring customers to send money with mail
orders and the maintenance and use of customer data held in databases. In
addition, we operate a small U.K. printing facility which is subject to certain
environmental regulations regarding the storage and disposal of certain
chemicals involved in the printing process. We believe that our operations
outside the United States are substantially in compliance with applicable
regulations. We cannot assure you that additional legislation or changes in the
regulatory implementation would not limit our international activities or
significantly increase the cost of regulatory compliance.
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Employees
As of December 31, 1998, SNC used the services of approximately 9,400
full-time and part-time employees. We believe that our relations with our
employees are satisfactory.
CIRCLE.COM
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General
Circle.com is an Internet professional services provider that creates
customer relationship management systems on the World Wide Web for its Fortune
1000 and emerging Internet-based clients. These systems enable our clients to
identify, acquire and retain customers while creating and establishing new
revenue channels. We provide all the services necessary to create these systems,
including consulting regarding our clients' e-commerce strategies and related
business processes, consumer research, online media planning and creative
design, which we refer to as "front-end services," as well as architecture,
design, systems integration, implementation and ongoing performance analysis,
which we refer to as "back-end services." We believe that our relationship with
SNC is a strength because of the resulting opportunities for Circle.com to
integrate the advertising messages generated by SNC for its clients into an
interactive setting. We have also been very successful in acquiring new clients
on our own. For the year ended December 31, 1999, no single client accounted for
more than 6.5% of Circle.com's revenue.
Industry Background
Circle.com considers the Internet to be the most powerful tool yet
developed for managing the customer relationships of Fortune 1000 and emerging
Internet companies on a one-on-one basis. The proliferation of the Internet has
had a profound impact on businesses as they begin to realize its potential to
extend and enhance the way they communicate with customers and conduct business.
According to International Data Corporation, a leading research firm, the number
of Internet users was 98 million worldwide at the end of 1998 and is expected to
continue to grow to 320 million by the end of 2002. Forrester Research estimates
that commerce over the Internet will grow from approximately $43.0 billion in
1998 to $1.3 trillion in 2003.
The Internet was initially used as an informational and advertising
medium, with "read-only" brochure-like information designed to enhance existing
forms of communication. However, this did little more than replicate a company's
traditional business on the Internet utilizing the limited processing
capabilities of the company's existing technology systems. Over time, this
simple web design has evolved into a more comprehensive model as businesses
realized the Internet's potential as an effective tool for highly targeted
marketing. As a result, companies are reevaluating their Internet strategies and
reviewing their entire business model in order to take advantage of the
Internet's capabilities. Circle.com recognizes the most revolutionary
contribution of the Internet is that it enables companies to successfully manage
customer relationships and to acquire and retain profitable customers and
business partners. By utilizing these capabilities, businesses can get to know
their customers and understand what motivates their purchase decision in real-
time. This enables companies to individualize marketing content and delivery,
effectively acquire customers, influence their behavior and build customer
loyalty. With these new capabilities, businesses are beginning to personalize
the online experiences of their customers. As a result, each customer
experiences his or her own individualized web site, customized based on many
factors, including the particular customer's previous purchases, demographic
information and prior usage of the web site. A Jupiter Communications survey
conducted in June 1998 reported that 40% of online retailers used some form of
personalization and 93% of the remaining online retailers planned to implement
the practice in the next 12 months.
Initially, most companies supplemented their existing internal
capabilities by hiring individuals or companies with the requisite skills and
expertise to implement their Internet strategies. However, as the sophistication
of the Internet has increased, many businesses have been required to outsource a
significant portion of the development, design and maintenance of their e-
commerce applications. These outsourcing needs have generated significant
worldwide demand for Internet professional services providers. International
Data Corporation estimates the market for Internet professional services will
grow from $7.8 billion in 1998 to $78.5 billion in 2003.
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To meet the rapidly growing demand for Internet professional services,
a number of traditional service providers, such as management consultants,
systems integrators and marketing and advertising firms, have created groups
within their organizations that focus on the Internet needs of their clients.
However, these firms often lack the full suite of both front-end and back-end
services necessary to provide a comprehensive solution to the increasingly
larger and more complex needs of an expanding and sophisticated client base. For
instance, many systems integrators generally only provide technical skills and
systems integration expertise. Conversely, interactive advertising and database
marketing firms generally only provide strategic consulting and brand marketing
skills. We believe that the rapidly increasing demand for effective and
productive Internet-based customer relationship management systems, combined
with the inability of many current providers to integrate the strategic,
creative and technical skills demanded by clients, has created significant
market opportunities for full-service Internet professional services providers
such as Circle.com.
Services
Circle.com sees significant strategic advantage in delivering all of
the services necessary to create Internet-based customer relationship management
systems for its clients. This promotes long-term client relationships that
evolve as the client's Internet-based business strategy evolves. Among the
comprehensive services we offer to our clients, we:
. Provide business consultancy services. We collaborate with our
clients to assess their existing business processes, legacy data
systems and customer management approach in light of their
business objectives. We use the information obtained from this
analysis to develop business plans for creating Internet-based
solutions for our clients that reduce the cost of acquiring new
customers, establish new revenue channels and improve the level
of service their customers experience.
. Develop brand positionings for specific customer segments. We
conduct research to understand the needs and preferences of our
clients' customers to determine the demand for the clients'
products and services. We then analyze and utilize this data to
develop Internet-based solutions that enable our clients to
target their customers on an individualized, one-on-one basis. We
also create customer segmentation models to identify specific
customer branding strategies to be augmented through the use of
the Internet.
. Create the user experience on the Internet. We develop the
content and design the user interfaces for our clients' web
sites. The content and design of each web site delivers the
clients' brand positioning to consumers in a way that both
complements other media while utilizing the unique capabilities
afforded by the Internet.
. Develop, install, and integrate Internet-based customer
relationship management systems. We provide the systems
integration, architectural design, and application development to
create our clients' Internet-based systems. These systems
interface our clients' web sites with their call centers, retail
outlets, marketing partners, customer service, and direct mail
channels. These systems enable all of these communication
channels to share data and create intelligent interactions with
customers regardless of the media used for a particular
communication.
. Create, deploy and manage e-mail marketing programs. We have
created a powerful technology for creating and managing "rich-
content" e-mail campaigns. This technology provides a user-
friendly "dashboard" for managing highly individualized e-mail
strategies and analyzing results. We also bring a unique approach
to delivering highly interactive e-mail attachments directly to
the desktop, creating a powerful interactive brand experience.
. Plan and implement media strategies that generate traffic to our
clients' web sites. We evaluate, negotiate and implement online
media, promotions, events and strategic partnership opportunities
to cost-effectively channel the most qualified customer prospects
to the client's
9
<PAGE>
business. By evaluating customer response and business traffic
patterns, the communications mix is aggressively managed to
achieve the greatest return on the client's investment.
. Provide ongoing management, enhancement and optimization of e-
commerce enterprises. By gathering our clients' sales data from
all relevant channels of communication with its customers, we
provide our clients with access to continual, real-time
information regarding the performance of their web sites. We
analyze this data to provide continuous management, enhancement
and optimization of our clients' e-commerce applications, leading
to steadily improving results for our clients.
Intellectual Property Rights
We have developed detailed tools, processes and methodologies. We have
also developed software code, scripts, libraries and other technology used
internally and in client engagements. We seek to protect our intellectual
property through a combination of copyrights, trademarks and trade secret laws.
We enter into confidentiality agreements with our employees and clients. We
cannot guarantee that the steps we have taken to protect our intellectual
property rights will be adequate to deter misappropriation of our proprietary
information. For example, we may not detect unauthorized use of our intellectual
property. In addition, the legal status of intellectual property on the Internet
is currently subject to various uncertainties.
Competition
Our business incorporates the successful integration of strategic
consulting, creative design and systems engineering skills to utilize the direct
marketing capabilities of the Internet and to both acquire and service
customers. While we have competitors who compete with us in each of these areas,
we believe that one of our significant competitive strengths is our ability to
offer a structured approach to designing a fully comprehensive Internet-based
plan.
The marketplace for our services is characterized by increasing
competition and the rapid adoption of new technologies. We face competition from
a wide range of traditional players including:
. Internet professional services providers (USWeb/CKS, Viant
Corporation, Scient Corporation, Razorfish, Proxicom, iXL
Enterprises, Inc., Agency.com and Modem Media.Poppe Tyson, Inc.);
. technology integrators (International Business Machines
Corporation, Andersen Consulting, Computer Sciences Corporation,
Cambridge Technology Partners, Inc., and Sapient Corporation);
and
. strategic consulting firms (McKinsey & Company, Inc. and Boston
Consulting Group, Inc.).
Many of these competitors have considerably more financial resources,
longer operating histories, longer, more established client relationships,
greater marketing wherewithal and stronger brand name recognition than
Circle.com. On a more limited basis, Circle.com also competes with the internal
marketing, design, strategic planning and information technology groups within
its clients' organizations.
The Internet professional services market has limited barriers to entry
and new competitors frequently enter the market. We expect to face competition
from new market entrants and that the future consolidation in the Internet
professional services market will create larger, more viable competitors. We
believe that we have established a record of success through our integrated
approach to developing and implementing Internet business solutions with
measurable results.
We believe that the competitive success factors in the Internet
professional services market are:
. the ability to attract and retain professionals;
. technological innovation and implementation expertise;
. strategic vision;
10
<PAGE>
. the breadth and quality of services provided;
. pricing; and
. track record of delivering measurable client results.
We believe that we are able to compete favorably in all of these areas.
We believe that we are able to attract talent as we offer professionals an
opportunity to join an entrepreneurial organization with a successful track
record and strong growth potential. We believe we have the marketing, strategy
and technical skills to provide truly integrated Internet solutions. With our
heritage in customer relationship management, we believe we are uniquely
positioned to develop e-commerce models that are effective and produce
measurable results.
Seasonality
Various aspects of Circle.com's business are subject to seasonal
variation. However, we believe that the seasonality of the various aspects of
our business is not coincident, such that on an aggregate basis Circle.com's
business is not subject to significant seasonal variation.
U.S. and Foreign Government Regulation
Congress has recently passed legislation that regulates various aspects
of the Internet and legislation is pending at both the federal and state level
that would, if enacted, regulate various aspects of the Internet.
In 1998, the Digital Millenium Copyright Act was enacted which limits
liability of Internet service providers for content posted by users, prohibits
circumvention of copyright management systems, and clarifies certain copyright
matters covering the digital performance right in sound recordings. Also enacted
in 1998, the Internet Tax Freedom Act provides for a three year moratorium on
state and local taxes on Internet access fees and multiple or discriminatory
state and local taxes on electronic commerce. The Internet Tax Freedom Act also
provides that there is no federal tax on Internet access or electronic commerce.
The three year moratorium is set to expire in late 2002. In 1999, the Anti-
Cybersquatting Consumer Protection Act (the "Act") was enacted to provide
remedies against "cybersquatting" (the unauthorized registration of another
company's trademark as an internet domain name). The remedies include monetary
penalties for willful violations of the Act.
A number of pending bills would, if enacted:
. establish standards for use of digital signatures in place of
traditional signatures;
. provide privacy rights to users by regulating the use of
information collected on-line;
. loosen currently strict restrictions on the export of encryption-
based software products such as those used to provide security in
electronic commerce transactions.
The European Union has adopted directives relating to the processing
and protection of personal data, distance selling and electronic signatures.
These directives are now in the process of being implemented into the European
Union's Member States' domestic laws. The directive on personal data is
particularly important, as it may restrict the collection and processing of
private data through the Internet and may also restrict the transfer of such
data from Europe to the U.S.
Other directives, which are still at a proposal stage but are likely to
be adopted in the near future, will further harmonize the currently very
fragmented legislation of European Union Member States on:
. e-commerce, including liability issues;
. specific rules governing the distance selling of financial
services; and
. copyright protection of materials that are accessible online.
11
<PAGE>
It is not known how courts will interpret both existing laws and new
laws. Therefore, we are not sure how new laws or the application of existing
laws will affect our business. In addition, our business may be indirectly
affected by our clients who may be subject to similar legislation. Increased
regulation of the Internet may decrease the growth in the use of the Internet,
which could decrease the demand for our services, increase our cost of doing
business or otherwise have a material adverse effect on our business, financial
condition and results of operations.
Employees
As of December 31, 1999, Circle.com used the services of approximately
450 full-time employees. We believe that our relations with our employees are
satisfactory.
12
<PAGE>
Item 2. Properties.
----------
SNC's corporate headquarters are located in Bethesda, Maryland in
leased facilities. We also lease facilities in: San Francisco, California,
Danbury and Wilton, Connecticut, Atlanta, Georgia, Chicago, Deerfield and
Glenview, Illinois, Baltimore, Maryland, Boston, Massachusetts, New York City
and Mineola, New York, Dallas, Texas, Brussels, Belgium, Toronto, Canada,
Bristol and London, England. In addition, we own office space in: Richmond,
Virginia, Cirencester, Diss, and Borehamwood, England.
Circle.com's corporate headquarters are located in Baltimore, Maryland
in leased facilities. We lease a facility in each of the following cities:
Denver, Colorado, Wilton, Connecticut, London and Bristol, England, New York,
New York, and Seattle, Washington. We also lease two facilities in San
Francisco, California, two facilities in the Washington, DC area and three
facilities in Boston, Massachusetts.
Item 3. Legal Proceedings.
-----------------
Snyder Communications, Inc. and its subsidiaries are not a party to
legal proceedings other than ordinary, routine litigation, incidental to its
business or not material to Snyder Communications', SNC's or Circle.com's
financial position.
Item 4. Submission of Matters to a Vote of Securities Holders.
-----------------------------------------------------
A special meeting of the shareholders of the registrant was held on
October 22, 1999 to vote on matters as specified in the Company's Proxy
Statement dated October 5, 1999. The results of the vote on such matters have
been previously reported in our quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999.
13
<PAGE>
PART II
Item 5. Market for the Registrant's Common stock and Related Stockholder
- -------------------------------------------------------------------------
Matters.
- --------
The following table sets forth the high and low sales prices of Snyder's
common stock (which traded as a single class prior to the recapitalization on
October 22, 1999) traded on the New York Stock Exchange, on the New York
Composite Tape during the periods indicated:
High Low
---- ---
Year ended December 31, 1998
First Quarter $ 47 1/4 $ 32 9/16
Second Quarter 53 5/8 37 7/8
Third Quarter 49 1/2 30 1/8
Fourth Quarter 37 9/16 28 3/8
High Low
---- ---
Year ended December 31, 1999
First Quarter $ 41 $ 24 3/8
Second Quarter 33 20 3/4
Third Quarter (1) 32 1/2 14 11/16
Fourth Quarter (2) 15 1/8 11 3/4
(1) On September 27, 1999, the Company spun off its healthcare marketing
services business, Ventiv Health, Inc., to its shareholders in the form of a tax
free dividend of one share of Ventiv Health, Inc. common stock for every three
shares of Snyder Communications, Inc. common stock. Details of the distribution
of the Ventiv common stock are set forth in the registrant's Proxy
Statement/Prospectus dated October 5, 1999, for the special meeting held on
October 22, 1999.
(2) Due to the October 22, 1999 Recapitalization and the amendment to Snyder's
certificate of incorporation to provide for SNC common stock and Circle.com
common stock, trading in Snyder common stock ceased on October 28, 1999.
SNC
The following table sets forth the high and low sales prices of our SNC
common stock, traded on the New York Stock Exchange, on the New York Stock
Composite Tape during the periods indicated:
High Low
---- ---
Year ended December 31, 1999
First Quarter n/a n/a
Second Quarter n/a n/a
Third Quarter n/a n/a
Fourth Quarter (1) $ 21 3/16 $ 11 13/16
(1) Information regarding the SNC common stock is only available beginning on
October 29, 1999, the first day of regular way trading, for the last quarterly
period of the fiscal year ended December 31, 1999.
The closing sales price for the SNC common stock on March 20, 2000 was
$22.75 per share, and there were approximately 9,610 beneficial owners of the
SNC common stock as of that date.
14
<PAGE>
CIRCLE.COM
The following table contains the high and low sales prices of our
Circle.com common stock traded on the Nasdaq National Market during the periods
indicated:
High Low
---- ---
Year ended December 31, 1999
First Quarter n/a n/a
Second Quarter n/a n/a
Third Quarter n/a n/a
Fourth Quarter (1) $ 21 11/16 $ 9
(1) Information regarding the Circle.com common stock is only available
beginning on October 26, 1999, the first day of "when issued" trading, for the
last quarterly period of the fiscal year ended December 31, 1999. The Circle.com
common stock began trading regular way on October 29, 1999.
The closing sales price for the Circle.com common stock on March 20, 2000
was $7.00 per share, and there were approximately 13,663 beneficial owners of
the Circle.com common stock as of that date.
Snyder Communications did not declare cash dividends on any class of its
capital stock in 1999. Snyder Communications currently intends to retain future
earnings to finance its growth and development and therefore, does not
anticipate paying any cash dividends on the SNC common stock or the Circle.com
common stock in the foreseeable future. Payment of any future dividends on
either the SNC common stock or the Circle.com common stock will depend upon the
future earnings and capital requirements of Snyder Communications and other
factors which our Board of Directors considers appropriate.
The transfer agent for both the SNC common stock and Circle.com common
stock is American Stock Transfer and Trust Company, 40 Wall Street, 46th Floor,
New York, New York 10005.
15
<PAGE>
Item 6. Selected Financial Data.
-----------------------
SNYDER COMMUNICATIONS, INC.
SELECTED FINANCIAL DATA
(in thousands, except per share data)
The following table summarizes certain historical financial data with
respect to Snyder Communications and is qualified in its entirety by reference
to, and should be read in conjunction with, the Snyder Communications historical
financial statements and related notes included elsewhere in this Form 10-K. The
historical financial data for the years ended December 31, 1999, 1998 and 1997
have been derived from the audited consolidated financial statements of Snyder
Communications. Historical financial information may not be indicative of Snyder
Communications' future performance. For all the periods presented, income (loss)
from discontinued operations includes the income (loss) from discontinued
operations of the healthcare services business, which was spun-off to
stockholders of Snyder Communications on September 27, 1999. For the years ended
December 31, 1997 and 1996, the income (loss) from discontinued operations also
includes the loss from discontinued operations of Bob Woolf Associates, Inc.,
which was spun off to stockholders of one of Snyder Communications' 1998
acquisitions on October 31, 1997. Prior to their respective acquisitions,
certain U.S.-based acquirees were not subject to federal or state income taxes.
Consequently, pro forma net income from continuing operations represents income
from continuing operations adjusted to reflect a provision for income taxes as
if Snyder Communications had been taxed similarly to a C corporation for all
periods presented. Net income (loss) per share information is provided using the
number of shares of SNC stock and Circle.com stock that would have been
outstanding assuming that the Recapitalization had occurred at the beginning of
the earliest period presented. See also "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Net revenues.................................. $638,480 $493,803 $403,072 $349,223 $286,435
======== ======== ======== ======== ========
Income (loss) from continuing operations...... $ 17,098 $ 21,360 $(16,636) $ 15,481 $ 19,425
======== ======== ======== ======== ========
Income (loss) from discontinued operations.... $(11,562) $ 1,446 $(10,225) $ (1,415) $ 6,930
======== ======== ======== ======== ========
Extraordinary item(1)......................... $ -- $ -- $ -- $ (1,216) $ --
======== ======== ======== ======== ========
Net income (loss)............................. $ 5,536 $ 22,806 $(26,861) $ 12,850 $ 26,355
======== ======== ======== ======== ========
Unaudited:
Pro forma net income (loss) from continuing
operations................................. $ 18,131 $ 18,699 $(19,191) $ 11,398 $ 23,575
======== ======== ======== ======== ========
SNC:
Historical net income (loss) per share:
Diluted net income (loss) per share:
Continuing operations......................... $ 0.39 $ 0.30 $ (0.26) $ 0.26 $ 0.33
Discontinued operations....................... $ (0.16) $ 0.02 $ (0.16) $ (0.02) $ 0.12
Extraordinary item............................ $ -- $ -- $ -- $ (0.02) $ --
-------- -------- -------- -------- --------
Total diluted net income (loss) per share..... $ 0.23 $ 0.32 $ (0.42) $ 0.22 $ 0.45
======== ======== ======== ======== ========
Unaudited:
Pro forma diluted net income (loss) from
continuing operations per share.............. $ 0.40 $ 0.26 $ (0.29) $ 0.20 $ 0.40
======== ======== ======== ======== ========
Shares used in computing
diluted per share amounts (2).................. 74,037 72,343 63,752 60,109 58,913
======== ======== ======== ======== ========
Circle.com (4):
Historical net loss per share:
Diluted net loss per share.................... $ (0.59) $ -- $ (0.01) $ (0.01)
======== ======== ======== ========
Unaudited:
Pro forma diluted net income (loss) per share. $ (0.59) $ 0.01 $ (0.04) $ (0.03)
======== ======== ======== ========
Shares used in computing diluted per share
amounts (2).................................... 19,787 17,397 15,938 15,015
======== ======== ======== ========
</TABLE>
16
<PAGE>
SNYDER COMMUNICATIONS, INC.
SELECTED FINANCIAL DATA--(Continued)
(in thousands, except per share data)
<TABLE>
<CAPTION>
As of December 31,
---------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets............................................... $786,463 $615,614 $382,137 $273,728 $193,928
======== ======== ======== ======== ========
Long-term debt............................................. $190,964 $ 12,283 $ 12,856 $ 36,028 $ 37,059
======== ======== ======== ======== ========
Redeemable ESOP stock (3).................................. $ -- $ 2,960 $ 5,278 $ 2,452 $ 269
======== ======== ======== ======== ========
Total equity............................................... $271,518 $357,378 $118,261 $ 67,123 $ 36,044
======== ======== ======== ======== ========
</TABLE>
(1) Net income for the year ended December 31, 1996 includes an extraordinary
item of $1.2 million that was recorded in conjunction with the early
redemption of subordinated debentures which were due to related parties. The
extraordinary item is net of a $0.8 million tax benefit and consists of
prepayment penalties and the write-off of unamortized discount and debt
issuance costs.
(2) The number of shares used in computing the per share amounts assume that the
pooling transactions had occurred at the beginning of each of the periods
presented and reflect the issuance of additional shares of Snyder
Communications in public offerings, the impact of stock options, and certain
share repurchases. The number of shares also assumes that the
Recapitalization had occurred at the beginning of the earliest period
presented.
(3) Represents the balance necessary to satisfy the repurchase obligation
associated with Snyder Communications' shares held by the ESOP of an
acquired company which have been allocated to former employees of the
acquired company whose employment had terminated prior to its merger with
Snyder Communications.
(4) There were no operations of Circle.com prior to 1996.
17
<PAGE>
SNC
SELECTED FINANCIAL DATA
(in thousands)
The following table summarizes certain historical financial data with
respect to SNC and is qualified in its entirety by reference to, and should be
read in conjunction with, the SNC historical financial statements and related
notes included elsewhere in this Form 10-K. The historical financial data for
the years ended December 31, 1999, 1998 and 1997 have been derived from the
audited combined financial statements of SNC. Historical financial information
may not be indicative of SNC's future performance. For all the periods
presented, income (loss) from discontinued operations includes the income (loss)
from discontinued operations of the healthcare services business which was spun-
off to stockholders of record of Snyder Communications on September 27, 1999.
For the years ended December 31, 1997 and 1996, the income (loss) from
discontinued operations also includes the loss from discontinued operations of
Bob Woolf Associates, Inc., which was spun off to stockholders of one of Snyder
Communications' 1998 acquisitions on October 31, 1997. Prior to their respective
acquisitions, certain of the U.S.-based acquirees were not subject to federal or
state income taxes. Consequently, pro forma net income from continuing
operations represents income from continuing operations adjusted to reflect a
provision for income taxes as if SNC had been taxed similarly to a C corporation
for all periods presented. See also "SNC - Management's Discussion and Analysis
of Financial Condition and Results of Operations".
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Net Revenues........................................... $603,550 $480,289 $397,505 $345,915 $286,435
======== ======== ======== ======== ========
Income (loss) from continuing operations............... $ 31,488 $ 21,362 $(16,506) $ 15,721 $ 19,425
======== ======== ======== ======== ========
Income (loss) from discontinued operations............. $(11,562) $ 1,446 $(10,225) $ (1,415) $ 6,930
======== ======== ======== ======== ========
Extraordinary item (1)................................. $ -- $ -- $ -- $ (1,216) $ --
======== ======== ======== ======== ========
Net income (loss)...................................... $ 19,926 $ 22,808 $(26,731) $ 13,090 $ 26,355
======== ======== ======== ======== ========
Unaudited:
Pro forma net income (loss) from continuing operations. $ 32,521 $ 18,576 $(18,450) $ 11,915 $ 23,575
======== ======== ======== ======== ========
Balance Sheet Data:
Total assets........................................... $683,673 $601,957 $379,222 $271,706 $193,928
======== ======== ======== ======== ========
Long-term debt......................................... $167,214 $ 12,283 $ 12,856 $ 36,028 $ 37,059
======== ======== ======== ======== ========
Investments and advances from Snyder Communications.... $209,326 $351,232 $122,008 $ 68,805 $ 36,313
======== ======== ======== ======== ========
</TABLE>
(1) Net income for the year ended December 31, 1996 includes an extraordinary
item of $1.2 million that was recorded in conjunction with the early
redemption of subordinated debentures which were due to related parties. The
extraordinary item is net of a $0.8 million tax benefit and consists of
prepayment penalties and the write-off of unamortized discount and debt
issuance costs.
18
<PAGE>
CIRCLE.COM
SELECTED FINANCIAL DATA
(in thousands)
The following table summarizes certain historical financial data with
respect to Circle.com and is qualified in its entirety by reference to, and
should be read in conjunction with, the Circle.com historical financial
statements and related notes included elsewhere in this Form 10-K. The
historical financial data for the years ended December 31, 1999, 1998 and 1997
have been derived from the audited combined financial statements of Circle.com.
There were no operations of Circle.com prior to 1996. Historical financial
information may not be indicative of Circle.com's future performance. The
operations of Circle.com were contained within the Brann Worldwide and Arnold
Communications networks of Snyder Communications until May 1999 when they were
coordinated under the name Circle.com and placed under the responsibility of a
single management team. See also "Circle.com - Management's Discussion and
Analysis of Financial Condition and Results of Operations."
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------------------------
1999 1998 1997 1996
---- ---- ---- ----
Income Statement Data: (unaudited)
<S> <C> <C> <C> <C>
Net revenues.............................................. $ 35,726 $13,514 $5,567 $3,308
======== ======= ====== ======
Net loss.................................................. $(14,390) $ (2) $ (130) $ (240)
======== ======= ====== ======
Unaudited:
Pro forma net income (loss)............................... $(14,390) $ 123 $ (741) $ (545)
======== ======= ====== ======
Balance Sheet Data:
Total assets.............................................. $112,975 $13,697 $2,932 $1,441
======== ======= ====== ======
Long-term debt............................................ $ 23,750 $ - $ - $ -
======== ======= ====== ======
Investments and advances from Snyder Communications....... $ 62,192 $ 9,106 $1,531 $ 770
======== ======= ====== ======
</TABLE>
19
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
- -------------
SNYDER COMMUNICATIONS--MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the results of operations and of liquidity and
capital resources of Snyder Communications, Inc. ("Snyder Communications" or the
"Company") is based upon the Company's consolidated financial statements. The
entities with which the Company has entered into mergers accounted for as
poolings of interests for financial reporting purposes will be collectively
referred to, as the "Pooled Entities" and their mergers will be referred to
herein as the "Acquisitions". The consolidated financial statements have been
retroactively restated to reflect the combined financial position and the
combined results of operations and cash flows of the Pooled Entities for all
periods presented, giving effect to the Acquisitions as if they had occurred at
the beginning of the earliest period presented. The following discussion should
be read in conjunction with the consolidated financial statements of the Company
and the related notes thereto included elsewhere in this Annual Report on Form
10-K.
On February 20, 2000, Havas Advertising ("Havas"), HAS Acquisition Corp.
and Snyder Communications, Inc. entered into an Agreement and Plan of Merger,
pursuant to which HAS Acquisition Corp. will be merged with and into Snyder
Communications, with Snyder Communications surviving as a subsidiary of Havas
(the "Merger"). The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of each of Snyder Communications and
Havas and receipt of all required regulatory approvals. The items included in
this Annual Report on Form 10-K discuss the business, results of operations, and
financial condition of Snyder Communications without regard to the impact that
the Merger could have on the Company.
Private Securities Litigation Reform Act of 1995 -- A Caution Concerning
Forward-Looking Statements
Any statement made in this Form 10-K that deals with information that is
not historical, such as statements concerning our anticipated financial results,
are forward-looking statements. We wish to caution readers not to place undo
reliance on any of these forward-looking statements, which speak only as of the
date made. Forward-looking statements are subject to the occurrence of many
events outside our control and to various risk factors that could cause results
to differ materially from those expressed in our periodic reports and
registration statements filed with the Securities and Exchange Commission, our
press releases or other public communications.
Overview
Since completing our initial public offering in September 1996, we have
significantly expanded the range of marketing services we are able to offer our
clients. This expansion has been accomplished by creating and initiating new
programs or service offerings and by acquiring businesses that offer
complementary services. Our strategy has been to grow our existing business and
to integrate services of our acquired companies with those of our existing
operations. The service offerings of acquired companies have been combined with
those previously offered by us to create SNC and Circle.com. SNC consists of the
Brann Worldwide, Bounty SCA Worldwide and Arnold Communications networks. Brann
Worldwide provides direct marketing and sales services for its clients, such as
direct mail advertising. Bounty SCA Worldwide distributes product samples and
other advertising materials for its clients. Arnold Communications operates
SNC's advertising and public relations operations. Circle.com is our Internet
professional services agency network. We strive to integrate our service
capabilities within, as well as across, our networks. The SNC stock separately
tracks the performances of SNC and a retained interest in Circle.com. The
Circle.com stock separately tracks the performance of Circle.com.
Results of Operations
In SNC, net revenues from direct marketing and advertising services may be
based on a specific unit of performance, a fixed project amount or an annual
retainer. In Circle.com, net revenues from Internet professional services are
generally based on a fixed project amount or the time and materials utilized.
Cost of services consists of all costs specifically associated with client
programs, such as salary, commissions and benefits paid to personnel, including
senior management associated with specific service groups, inventory, payments
to third-party vendors and systems and other support facilities specifically
associated with client programs.
20
<PAGE>
Selling, general and administrative expenses consist primarily of costs
associated with administrative functions, such as finance, accounting, human
resources and information technology, as well as personnel costs of senior
management not specifically associated with client services. Snyder
Communications' overhead and administrative shared services are allocated
between SNC and Circle.com based upon estimated usage.
Non-recurring costs consist of acquisition and related costs,
recapitalization costs, compensation to stockholders and ESOP expense.
Acquisition and related costs consist primarily of investment banking fees,
other professional service fees, certain tax payments and other contractual
payments resulting from the consummation of our pooling of interests
transactions, as well as the costs of consolidating certain of our acquired
operations. Recapitalization costs consist of investment banking fees, other
professional service fees and other costs related to the October 22, 1999
recapitalization of the Company in which the Snyder Communications, Inc. common
stock was replaced by the SNC common stock and the Circle.com common stock.
Compensation to stockholders consists of excess compensation paid to certain
stockholders of acquired companies prior to their respective mergers with Snyder
Communications. The amount by which the historical compensation of these
stockholders exceeds that provided in their employment contracts with Snyder
Communications has been classified as compensation to stockholders. ESOP expense
is the compensation expense which was recorded by an acquired company when
shares were committed to be released to ESOP participants. All such shares were
allocated to the ESOP participants by December 31, 1997, and the Company will
not incur additional ESOP expenses related to this acquired plan.
The following sets forth, for the periods indicated, certain components of
our income statement data, including such data as a percentage of revenues. Pro
forma net income (loss) includes a provision for income taxes as if all of our
operations had been taxed as a C corporation for all periods presented. We
consider compensation to stockholders, ESOP expense, recapitalization costs and
acquisition and related costs to be non-recurring, because our current
operations will not result in any compensation to stockholders, ESOP expense,
recapitalization costs or acquisition and related costs in future periods.
<TABLE>
<CAPTION>
For the Years Ended
December 31,
------------------------------------------------------------
1999 1998 1997
------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 638,480 100.0% $ 493,803 100.0% $ 403,072 100.0%
Operating expenses:
Cost of services 437,672 68.5 322,980 65.4 273,899 68.0
Selling, general & administrative
expenses 127,898 20.0 96,362 19.5 93,371 23.2
Non-recurring costs 23,395 3.7 39,514 8.0 49,222 12.1
--------- ----- --------- ----- --------- -----
Income (loss) from operations 49,515 7.8 34,947 7.1 (13,420) (3.3)
--------- ----- --------- ----- --------- -----
Interest expense (5,795) (0.9) (1,753) (0.4) (3,178) (0.8)
Interest income 2,873 0.4 3,638 0.7 2,944 0.7
Income tax provision 29,495 4.6 15,472 3.1 2,982 0.7
--------- ----- --------- ----- --------- -----
Income (loss) from continuing
operations 17,098 2.7 21,360 4.3 (16,636) (4.1)
--------- ----- --------- ----- --------- -----
Income (loss) from discontinued
operations (net of income taxes) (11,562) (1.8) 1,446 0.3 (10,225) (2.6)
--------- ----- --------- ----- --------- -----
Net income (loss) $ 5,536 0.9% $ 22,806 4.6% $ (26,861) (6.7)%
--------- ----- --------- ----- --------- -----
Pro forma net income (loss) $ 5,536 0.9% $ 20,145 4.1% $ (30,792) (7.6)%
========= ===== ========= ===== ========= =====
</TABLE>
21
<PAGE>
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Revenues. Our revenues increased $144.7 million or 29.3% to $638.5 million
in 1999 from $493.8 million in 1998. Revenues of Brann Worldwide increased $29.6
million, or 11.2%, in 1999 compared to 1998 due to increased levels of service
provided to both new and existing clients in the U.S. and U.K. and the May 1999
purchase of Broadwell Marketing Group, offset by a $17.9 million decrease in
revenue at one of the Brann Worldwide divisions caused primarily by a reduction
in revenue from the sale of long distance telephone service in the U.S. This net
increase accounted for 20.5% of the total increase in revenues for 1999.
Revenues of Bounty SCA Worldwide increased $70.2 million, or 71.8%, in 1999
compared with 1998 as a result of increased sampling program activities and the
purchase of Media Syndication Global ("MSG") in March 1999, which accounted for
$53.5 million of the total increase in revenues for 1999. Bounty SCA's increase
in revenues accounted for 48.5% of the total increase in revenues for 1999.
Revenues of Arnold Communications increased $23.5 million, or 19.7% in 1999
compared with 1998 due to increase in creative and advertising services provided
to existing and new clients. This increase accounted for 16.2% of the total
increase in revenues in 1999. Revenues of Circle.com increased $22.2 million, or
164.4% in 1999 compared with 1998 as a result of increases in services provided
to both new and existing clients and from purchase transactions completed in
1998 and 1999.
Cost of Services. Our cost of services increased $114.7 million, or 35.5%
to $437.7 million in 1999 from $323.0 million in 1998. Cost of services as a
percentage of revenues increased to 68.5% in 1999 from 65.4% in 1998. The dollar
fluctuation in cost of services at our various operating units corresponds to
the revenue changes discussed above. Cost of services within the Brann Worldwide
network increased $33.1 million, or 18.0% in 1999 as compared with 1998 and
accounted for 28.9% of total increase in cost of services. As a percentage of
revenues, Brann Worldwide's cost of services increased from 69.8% to 74.0%
between 1999 and 1998. Brann Worldwide's cost of services as a percentage of
revenues was favorably impacted in 1999 by a fee of $3.8 million, net of related
expenses, that was received for termination of certain services under an
existing contract. Cost of services within the Bounty SCA Worldwide network
increased $53.8 million, or 117.9%, in 1999 due, in part, to the purchase of
MSG, which accounted for $39.8 million of the increase. Bounty SCA's increase in
cost of services accounted for the 46.9% of the total increase in cost of
services. As a percentage of revenues, Bounty SCA's cost of services for 1999
increased to 59.3% from 46.8% in 1998 primarily as a result of the purchase of
MSG. MSG has a higher cost of services as a percentage of revenues than Bounty
SCA's other businesses. Cost of services within the Arnold Communications
network increased $10.4 million, or 12.2%, in 1999 as compared with 1998 and
accounted for 9.1% of the total increase in cost of services. Arnold
Communications' cost of services as a percentage of revenues decreased to 66.7%
in 1999 from 71.1% in 1998. Cost of services within Circle.com increased in 1999
compared with 1998 due to increase in service provided to new and existing
clients and from purchase transactions completed during 1998 and 1999.
Selling, General and Administrative Expenses. Our selling, general and
administrative expenses increased $31.5 million, or 32.7%, to $127.9 million in
1999 from $96.4 million in 1998 as a result of the growth in revenues and
purchases discussed above. Selling, general and administrative expenses as a
percentage of revenues increased slightly to 20.0% in 1999 from 19.5% in 1998
due to close containment of cost at Brann Worldwide, Bounty SCA Worldwide, and
Arnold Communications, offset by increases at Circle.com attributed to the rapid
expansion of the business.
Non-recurring Costs. Our non-recurring costs include compensation to
stockholders, ESOP expense, recapitalization costs and acquisition and related
costs. No compensation to stockholders was recorded for 1999. Compensation to
stockholders was $0.6 million for 1998. Compensation to stockholders reflects
compensation paid to certain stockholders of acquired companies prior to their
respective mergers with us that is in excess of the compensation provided for in
their employment contracts with us. The amount by which the historical
compensation paid to these stockholders exceeds the amount provided for in their
respective employment contracts with us has been classified as non-recurring
cost. No compensation to stockholders is recorded subsequent to an acquisition
by us. We recorded $13.8 million in acquisition and related costs during 1999,
consisting of (a) $14.3 million of non-cash expense related to a payment to the
prior owners of MSG; (b) a $2.0 million reduction to amounts previously recorded
due to changes in estimates; and (c) $1.5 million of expense for consulting and
related costs necessary to consolidate and integrate certain of our acquired
operations. In September 1999, Snyder entered into a separate agreement with the
prior owners of MSG
22
<PAGE>
whereby Snyder agreed to pay consideration to the prior owners in exchange for
the release of any and all claims against Snyder relating to the purchase of MSG
by Snyder. The payment was not provided for in the purchase agreement and is not
part of the purchase price for accounting purposes. The non-cash amount of $14.3
million was paid in the form of Snyder Communications common stock. We recorded
$38.9 million in acquisition and related costs during 1998, and these costs were
related to the consummation of pooling of interests transactions during 1998. We
completed pooling of interests transactions valued at approximately $207.2
million during 1998. In 1999 we recorded $7.6 million of recapitalization costs
related to the October 22, 1999 recapitalization of the Company. This amount
consisted of investment banking fees, other professional service fees, SEC
registration fees, printing costs, and other related costs. No recapitalization
costs were recorded during 1998.
Interest Expense. Our interest expense increased $4.0 million, or 222.0%,
to $5.8 million in 1999 from $1.8 million in 1998. The increase in interest
expense is attributable to borrowings under our $195 million unsecured revolving
credit facility for the repurchase of stock, acquisitions, and general corporate
purposes. If we increase our borrowing levels or if we experience an increase in
interest rates, interest expense will increase in future periods.
Interest Income. We recorded $2.9 million of interest income in 1999 and
$3.6 million of interest income in 1998. Interest income varies based on the
amount of cash and equivalents available for investment during the periods and
on prevailing short-term interest rates.
Income Tax Provision. We recorded a tax provision of $29.5 million during
1999. Our effective tax rate on our recurring operations is approximately 40.6%
for 1999. The actual tax provision recorded differs from the effective rate due
to the non-deductibility of certain goodwill amortization and non-recurring
costs recorded during the period. We recorded a $15.5 million tax provision in
1998, discussed further under the caption "Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997."
Income (Loss) from Continuing Operations. Our income from continuing
operations decreased $4.3 million to $17.1 million in 1999 from $21.4 million in
1998 due to an increase in interest expense and taxes, offset by a decrease in
non-recurring costs.
Discontinued Operations. In June 1999, our board of directors approved the
spin-off of our healthcare services group through a distribution to existing
stockholders. The distribution was consummated on September 27, 1999 through a
special dividend of one share of common stock of Ventiv Health, Inc. ("Ventiv")
for every three shares of existing common stock of Snyder. Therefore, the
results of operations of Ventiv have been classified as discontinued operations.
Ventiv reported net income of $1.8 million in 1999 through the date of the spin-
off, and net income of $1.4 million in 1998. 1999 results include a benefit for
a one-time $2.0 million reduction in the estimated amount of employee related
social charges to be paid as a result of the integration of Ventiv's French
sales force. In addition to the results of Ventiv's operations, $13.3 million of
costs, net of taxes, related to Ventiv spin-off which were incurred by the
Company are reflected in the results from discontinued operations for 1999.
Net Income (Loss). Our net income decreased $17.3 million to $5.5 million
in 1999 from $22.8 million in 1998 due to the $13.0 million decrease in income
from discontinued operations and the $4.3 million decrease in income from
continuing operations.
Pro Forma Net Income (Loss). Pro forma net income (loss) shows the effect
on net income (loss) assuming all of our operations were taxed as C corporations
for 1999 and 1998. Pro forma net income decreased $14.6 million to $5.5 million
in 1999 from $20.1 million in 1998.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Revenues. Our revenues increased $90.7 million, or 22.5%, to $493.8 million
in 1998 from $403.1 million in 1997. Revenues of Brann Worldwide increased $49.0
million, or 22.8%, for the year 1998 as compared to 1997 as a result of
increased marketing services provided to new and existing clients in the U.S.
and U.K. offset by a $12.9 million decline in revenues from the sale of long
distance service in the U.S. This change resulted from the start up of a new
contract in 1998 which replaced the 1997 contract with a previous customer.
Brann Worldwide's increase in revenues accounted for 54% of the 1998 total
increase in revenues. Revenues of Arnold Worldwide increased $24.5 million, or
25.9%, for the year 1998 as compared to 1997 due to increase in creative and
advertising services to
23
<PAGE>
existing and new clients. This increase accounted for 27% of the total increase
in revenues during 1998. Revenues of Bounty SCA Worldwide increased $9.3
million, or 10.5%, for the year 1998 as compared to 1997 as a result of
increased distribution of product sample and other advertising materials. Bounty
SCA's increase in revenues accounted for 10.3% of the 1998 total increase in
revenues. Revenues for Circle.com increased $7.9 million, or 141%, for the year
1998 as compared to 1997. This increase is due to approximately $2.4 million of
revenue growth from purchase transactions completed in 1998 as well as growth in
our client base in both the U.S. and the U.K. Circle.com's increase in revenues
accounted for 8.7% of the 1998 increase in revenues.
Cost of Services. Our cost of services increased $49.1 million, or 17.9%,
to $323.0 million in 1998 from $273.9 million in 1997 as a result of the
increased revenues discussed above. Cost of services as a percentage of revenues
decreased to 65.4% in 1998 from 68.0% in 1997. Cost of services within the
Bounty SCA Worldwide network increased $7.5 million, or 19.7%, in 1998 and
accounted for 15.3% of the total increase in cost of services. The increase in
cost of services is consistent with the revenue change discussed above. Bounty
SCA's cost of services as a percentage of revenues for the year 1998 increased
to 46.8% from 43.2% for the year 1997. Cost of services within the Brann
Worldwide network increased $27.3 million, or 17.4%, in 1998 and accounted for
55.6% of the total increase in cost of services. As a percentage of revenues,
Brann Worldwide's cost of services for the year 1998 decreased to 69.8% from
73.0% for the year 1997 due to the ability of existing client support personnel
within the network to handle its growth. Cost of services within the Arnold
Worldwide network increased $9.1 million, or 12.1%, in 1998 and accounted for
18.5% of the total increase in cost of services. Arnold Worldwide's cost of
services as a percentage of revenues for the year 1998 decreased to 71.1% from
79.8% for the year 1997 due to a change in the overall mix of services provided
within the Arnold Worldwide network. Cost of services within Circle.com
increased for the year 1998 compared to the year 1997 due to purchase
transactions in 1998 and an increase in service provided to new and existing
clients.
Selling, General and Administrative Expenses. Our selling, general and
administrative expenses increased $3.0 million, or 3.2%, to $96.4 million in
1998 from $93.4 million in 1997 as a result of the growth in revenues discussed
above. Selling, general and administrative expenses as a percentage of revenues
decreased to 19.5% in 1998 from 23.2% in 1997 due primarily to the revenue
growth from the significant increase in services provided throughout 1998 and
the lower proportional increase in selling, general and administrative expenses
necessary to support the growth. In addition, we have monitored and contained
overhead costs closely in all of our operations.
Non-recurring Costs. Non-recurring costs include compensation to
stockholders, ESOP expense, recapitalization costs and acquisition and related
costs. Compensation to stockholders was $0.6 million in 1998 and $12.4 million
in 1997. Compensation to stockholders reflects compensation paid to certain
stockholders of acquired companies prior to their respective mergers with us
that is in excess of the compensation provided for in their employment contracts
with us. The amount by which the historical compensation paid to these
stockholders exceeds the amount provided for in their respective employment
contracts with us has been classified as compensation to stockholders. No
compensation to stockholders is recorded subsequent to an acquisition by us. The
$0.6 million recorded in 1998 relates to certain companies acquired in the third
and fourth quarters of 1998, and therefore, was incurred during 1998 by the
acquired companies prior to our acquisition of them.
We did not incur any ESOP expense in 1998. All obligations of the ESOP were
settled in 1997, and $5.4 million of ESOP expense was incurred in 1997. The
employees of one of the acquired companies that previously participated in the
ESOP now participate in our stock incentive plan. We do not expect to incur any
ESOP expense in future periods.
We recorded $38.9 million in non-recurring acquisition and related costs
during 1998. These costs were primarily related to the consummation of
acquisitions in 1998 and consisted of investment banking fees, expenses
associated with the accelerated vesting of options held by employees of certain
acquired companies, other professional service fees, transfer taxes and other
contractual payments. In addition, this amount included a charge of
approximately $2.3 million for costs necessary to consolidate and integrate some
of our operations within the Bounty SCA Worldwide network. The charge consisted
of $1.2 million of severance and other costs associated with the termination of
42 operations personnel, and $1.1 million of fees and other costs related to
these integration activities. The integration did not result in a headcount
reduction. Most of the terminated employees elected not to relocate and were
replaced. We recorded $31.4 million in non-recurring acquisition and related
costs during 1997 related to the consummation of our 1997 acquisitions. Of the
$31.4 million, $17.0 million were costs directly related to the consummation of
acquisitions
24
<PAGE>
in 1997. These costs included primarily investment banking fees , other
professional service fees, certain U.K. excise and transfer taxes, as well as a
non-cash charge of approximately $9.1 million related to the accelerated vesting
of the options held by employees of one of the acquired companies. The remaining
$5.3 million consisted of the write-off of deferred license fees and the accrual
of a liability to resolve outstanding litigation. Both the write-off of the
deferred fees and the accrual of the liability were recorded due to changes in
fact which resulted from acquisitions in 1997.
Interest Expense. We recorded $1.8 million of interest expense in 1998 and
$3.2 million of interest expense in 1997. The interest expense recorded in both
1998 and 1997 consists primarily of interest on debt at acquired companies prior
to their acquisition by us. We generally repaid the debt of acquired companies.
Interest Income. We recorded $3.6 million of interest income in 1998 and
$2.9 million of interest income in 1997. The increase in interest income
corresponds to the increase in funds available for investment. Snyder
Communications' average cash balance was greater in 1998 than in 1997 due
primarily to public stock offerings and stock option exercises.
Income Tax Provision. We recorded a $15.5 million tax provision in 1998,
consisting of a $27.7 million provision for our income from recurring operations
plus interest, a $9.6 million benefit from the $39.5 million in non-recurring
costs and a $2.6 million benefit from the S corporation status of certain
entities prior to our acquisition of them. Our effective rate for the year ended
December 31, 1998 differs from the Federal statutory rate due primarily to the
non-deductibility of certain of the non-recurring costs and state income taxes.
Pro forma net income discussed below includes a provision for income taxes as if
all of our operations had been taxed as a C corporation for the year ended
December 31, 1998.
We recorded a $3.0 million tax provision in 1997, consisting of a $14.2
million provision for our income from recurring operations less interest, an
$8.6 million benefit from the $49.2 million in non-recurring costs and a $2.6
million benefit from the S corporation status of certain entities prior to our
acquisition of them. Pro forma net income discussed below includes a provision
for income taxes as if all of our operations had been taxed as a C corporation
for the year ended December 31, 1997.
Income (Loss) from Continuing Operations. Our income from continuing
operations increased $38.0 million to income of $21.4 million in 1998 from a
loss of $16.6 million in 1997, due primarily to the overall growth in revenues
and the containment of costs.
Discontinued Operations. In June 1999, our board of directors approved the
spin-off of our healthcare services group through a distribution to existing
stockholders. Therefore, the results of operations of Ventiv have been
classified as discontinued operations. Ventiv reported net income of $1.4
million in 1998 and a net loss of $8.7 million in 1997. The increase in income
(loss) from discontinued operations reflects the overall growth of the
healthcare services group. Growth in revenues exceeded growth in total costs and
expenses.
In October 1997, the board of directors of one of the companies acquired in
a pooling of interests transaction in 1998 approved the spin-off of its sports
management operations which were carried on by one of its wholly owned
subsidiaries, Bob Woolf Associates, Inc. ("BWA"). The acquiree purchased BWA
in May 1996. The spin-off was completed on October 31, 1997 through a
distribution of shares to the common stockholders of the acquiree. BWA reported
a net loss of $1.5 million in 1997.
Net Income (Loss). Our net income increased $49.7 million to $22.8 million
in 1998 from a loss of $26.9 million in 1997 which is consistent with our growth
in revenues and containment of costs.
Pro Forma Net Income (Loss). Pro forma net income (loss) shows the effect
on net income (loss) assuming all of our operations were taxed as C corporations
for all of 1998 and 1997. Our pro forma net income (loss) increased $50.9
million to income of $20.1 million in 1998 from a loss of $30.8 million in 1997,
due primarily to the overall growth in revenues and containment of costs.
Revenue growth exceeded the growth in cost of services and selling, general and
administrative expenses.
25
<PAGE>
Liquidity and Capital Resources
At December 31, 1999, we had $89.5 million in cash and equivalents. Cash
and equivalents increased $41.6 million during 1999, due to the $66.4 million
provided by operating activities of continuing operations, the $60.9 million net
cash provided by financing activities of continuing operations, offset by the
$54.3 million used in investing activities of continuing operations, the $30.6
million used by discontinued operations and the $0.8 million effect of changes
in exchange rates. The $60.9 million in cash provided by financing activities
consists primarily of additional borrowings for acquisitions and proceeds
received from the exercise of stock options. The $54.3 million in cash used in
investing activities consists primarily of cash used for business acquisitions
and capital expenditures.
Our operating activities of continuing operations have provided positive
cash flows for each of the three years ended December 31, 1999. We believe that
our cash and equivalents, as well as the cash provided by operations and
available financing, will be sufficient to fund our current operations, planned
capital expenditures and anticipated growth of our existing business over the
next 12 months and beyond. We currently do not have any significant contractual
purchasing obligations other than existing facility and equipment operating
leases.
If we acquire additional businesses in transactions that include cash
payments as part of the purchase price, both in the short-term and the long-
term, we will first use excess cash available from operations and then pursue
additional debt or equity financing as sources of cash necessary to complete the
acquisitions. In August 1999, we entered into a $195 million unsecured revolving
credit facility with a term of four years for acquisitions and general corporate
purposes, as well as the repurchase of up to $250 million of Snyder
Communications common stock that the Board of Directors has previously approved.
Interest on amounts borrowed under the credit facility is based on the London
Interbank Offered Rate or the lending bank's base rate of interest. Availability
under this credit facility is subject to our compliance with various financial
ratios, operating covenants and other customary conditions. The financial
covenants are summarized as follows:
. our consolidated debt may not be more than 2.5 times trailing four quarter
earnings before interest, taxes, depreciation and amortization (EBITDA), as
defined in the agreement;
. our consolidated trailing fourth quarter EBITDA may not be less than 3.5
times our consolidated interest expense;
. our consolidated net worth must exceed $225 million, adjusted prospectively
to include 50% of our net income and 100% of the proceeds of any future
equity issuance; and
. our consolidated trailing four quarter EBITDA must be greater than $80
million.
At December 31, 1999, there was $180 million in outstanding borrowings under
the credit facility at a weighted average interest rate of 7.725 %. In addition
to borrowing under the line of credit, we could pursue other debt or equity
transactions to finance our acquisitions, depending on market conditions.
However, there can be no assurance that we will be successful in raising the
cash required to complete all acquisition opportunities which we may seek in the
future.
Of the $250 million approved stock buyback, $100 million is authorized only
for the repurchase of shares to be reissued in specifically identified purchase
business combinations. During 1999, we repurchased 5.3 million shares of Snyder
Communications, Inc. common stock and 0.7 million Shares of SNC common stock for
a total of $107.7 million and returned those shares to our corporate portfolio.
We are subject to the impact of foreign currency fluctuations, specifically
that of the British pound. To date, changes in the British pound exchange rate
have not had a material impact on our liquidity or results of operations. We
continually evaluate our exposure to exchange rate risk but do not currently
hedge such risk.
Given the extent of our services currently provided in continental Europe
and the nature of those services, we do not expect the introduction of the Euro
to have a material impact on our operations or cash flows. We will continue to
evaluate the impact of the introduction of the Euro as we continue to expand the
services offered and the European locations in which we operate.
26
<PAGE>
SNC--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of SNC's results of operations and of its
liquidity and capital resources is based upon SNC's combined financial
statements. The entities with which SNC has entered into mergers accounted for
as pooling of interests for financial reporting purposes will be collectively
referred to as the "Pooled Entities" and their mergers will be referred to
herein as the "Acquisitions". The combined financial statements have been
retroactively restated to reflect the combined financial position and the
combined results of operations and cash flows of the Pooled Entities for all
periods presented, giving effect to the Acquisitions as if they had occurred at
the beginning of the earliest period presented. The following discussion should
be read in conjunction with the combined financial statements of SNC and the
related notes thereto included elsewhere in this Annual Report on Form 10-K.
On February 20, 2000, Havas Advertising ("Havas"), HAS Acquisition Corp.
and Snyder Communications, Inc. entered into an Agreement and Plan of Merger,
pursuant to which HAS Acquisition Corp. will be merged with and into Snyder
Communications, with Snyder Communications surviving as a subsidiary of Havas
(the "Merger"). The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of each of Snyder Communications and
Havas and receipt of all required regulatory approvals. The items included in
this Annual Report on Form 10-K discuss the business, results of operations, and
financial condition of Snyder Communications without regard to the impact that
the Merger could have on Snyder Communications, SNC, or Circle.com.
Overview
SNC provides direct marketing and advertising services throughout the
United States, the United Kingdom and continental Europe. SNC consists of the
Brann Worldwide, Bounty SCA Worldwide and Arnold Communications networks. Brann
Worldwide provides direct marketing and sales services for its clients, such as
direct mail advertising. Bounty SCA distributes product samples and other
advertising materials for its clients. Arnold Communications operates SNC's
advertising and public relations operations. Throughout 1999, 1998 and 1997, SNC
completed acquisitions accounted for as both pooling of interests and as
purchases. SNC believes the complementary services it is able to offer to its
customers as a result of its acquisitions have increased its opportunities and
strengthened its client relationships.
The Management's Discussion and Analysis of Financial Condition and Results
of Operations of SNC should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Snyder Communications and Circle.com.
Results of Operations
In SNC, net revenues from direct marketing and advertising services may be
based on a specific unit of performance, a fixed project amount or an annual
retainer.
Cost of services consists of all costs specifically associated with client
programs, such as salary, commissions and benefits paid to personnel, including
senior management associated with specific service groups, inventory, payments
to third-party vendors and systems and other support facilities specifically
associated with client programs.
Selling, general and administrative expenses consist primarily of costs
associated with administrative functions, such as finance, accounting, human
resources, and information technology, as well as personnel costs of senior
management not specifically associated with client services. A portion of Snyder
Communications' overhead and administrative shared services are allocated to SNC
based upon estimated usage.
Non-recurring costs consist of acquisition and related costs,
recapitalization costs, compensation to stockholders and ESOP expense.
Acquisition and related costs consist primarily of investment banking fees,
other professional service fees, certain tax payments and other contractual
payments resulting from the consummation of our pooling of interests
transactions, as well as the costs of consolidating certain of our acquired
operations. Recapitalization costs consist of investment banking fees, other
professional service fees and other costs related to the October 22, 1999
recapitalization of Snyder Communications in which the Snyder Communications,
Inc. common
27
<PAGE>
stock was replaced by the SNC common stock and the Circle.com common stock.
Compensation to stockholders consists of excess compensation paid to certain
stockholders of acquired companies prior to their respective mergers with SNC.
The amount by which the historical compensation of these stockholders exceeds
that provided in their employment contracts with SNC has been classified as
compensation to stockholders. ESOP expense is the compensation expense which was
recorded by an acquired company when shares were committed to be released to
ESOP participants. All such shares were allocated to the ESOP participants by
December 31, 1997, and SNC will not incur additional ESOP expenses related to
this acquired plan.
The following sets forth, for the periods indicated, certain components of
SNC's income statement data, including such data as the percentage of revenues.
Pro forma net income includes a provision for income taxes as if all operations
of SNC had been taxed as a C corporation for all periods presented. SNC
considers compensation to stockholders, ESOP expense, recaptalization costs and
acquisition and related costs to be non-recurring, because SNC's current
operations will not result in any compensation to stockholders, ESOP expense,
recapitalization costs or acquisition and related costs in future periods.
<TABLE>
<CAPTION>
For the Years Ended
December 31,
-------------------------------------------------------------
1999 1998 1997
-------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net revenues $603,550 100.0% $480,289 100.0% $397,505 100.0%
Operating expenses:
Cost of services 411,601 68.2 314,255 65.4 270,268 68.0
Selling, general & administrative
expenses 105,598 17.5 92,071 19.2 90,555 22.8
Non-recurring costs 19,570 3.2 39,514 8.2 49,004 12.3
-------- ------ ------- ------ -------- -------
Income (loss) from operations 66,781 11.1 34,449 7.2 (12,322) (3.1)
-------- ------ ------- ------ -------- -------
Interest expense (5,217) (0.9) (1,753) (0.4) (3,178) (0.8)
Interest income 2,941 0.5 3,638 0.8 2,944 0.7
Income tax provision 33,017 5.5 14,972 3.2 3,950 1.0
-------- ------ ------- ------ -------- -------
Income (loss) from continuing
operations 31,488 5.2 21,362 4.4 (16,506) (4.2)
-------- ------ ------- ------ -------- -------
Income (loss) from discontinued
Operations (net of income taxes) (11,562) (1.9) 1,446 0.3 (10,225) (2.5)
-------- ------ ------- ------ -------- -------
Net income (loss) $ 19,926 3.3% $22,808 4.7% $(26,731) (6.7)%
======== ====== ======= ====== ======== =======
Pro forma net income (loss) $ 19,926 3.3% $20,022 4.2% $(30,051) (7.6)%
======== ====== ======= ====== ======== =======
</TABLE>
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998.
Revenues. SNC's revenues increased $123.3 million, or 25.7%, to $603.6
million in 1999 from $480.3 million in 1998. Revenues of Brann Worldwide
increased $29.6 million, or 11.2%, in 1999 compared with 1998 due to increased
levels of service provided to both new and existing clients in the U.S. and U.K.
and the May 1999 purchase
28
<PAGE>
of Broadwell Marketing Group, offset by a $17.9 million decrease in revenue at
one of the Brann Worldwide divisions caused primarily by a reduction in revenue
from the sale of long distance telephone service in the U.S. This net increase
accounted for 24.0% of the total increase in revenues for 1999. Revenues of
Bounty SCA Worldwide increased $70.2 million, or 71.8%, in 1999 compared with
1998 as a result of increased sampling program activities and the purchase of
Media Syndication Global ("MSG") in March 1999, which accounted for $53.5
million of the increase. Bounty SCA's increase in revenues accounted for 56.9%
of the total increase in revenues for 1999. Revenues of Arnold Communications
increased $23.5 million, or 19.7%, in 1999 compared with 1998 due to increase in
creative and advertising services provided to existing and new clients. This
increase accounted for 19.1% of the total increase in revenues for 1999.
Cost of services. SNC's cost of services increased $97.3 million, or 31.0%,
to $411.6 million in 1999 from $314.3 million in 1998. Cost of services as a
percentage of revenues increased to 68.2% in 1999 from 65.4% in 1998. The dollar
fluctuations in cost of services at our various operating units correspond to
the revenue changes discussed above. Cost of services within the Brann Worldwide
network increased $33.1 million, or 18.0%, in 1999 as and accounted for 34.0% of
the total increase in cost of services. As a percentage of revenues, Brann
Worldwide's cost of services increased from 69.8% in 1998 to 74.0% in 1999.
Brann Worldwide's cost of services as a percentage of revenues was favorably
impacted in 1999 by a fee of $3.8 million, net of related expenses, that was
received for termination of certain services under an existing contract. Cost of
services within the Bounty SCA Worldwide network increased $53.8 million, or
117.9%, in 1999 due, in part, to the purchase of MSG, which accounted for $39.8
million of the increase. Bounty SCA's increase in cost of services accounted for
55.3% of the total increase in cost of services. As a percentage of revenues,
Bounty SCA's cost of services for 1999 increased to 59.3% from 46.8% in 1998
primarily as a result of the purchase of MSG. MSG has a higher cost of services
as a percentage of revenues than Bounty SCA's other businesses. Cost of services
within the Arnold Communications network increased $10.4 million, or 12.2%, in
1999 and accounted for 10.7% of the total increase in cost of services. Arnold
Communications' cost of services as a percentage of revenues decreased to 66.7%
in 1999 from 71.1% in 1998.
Selling, General and Administrative Expenses. SNC's selling, general and
administrative expenses increased $13.5 million, or 14.7%, to $105.6 million in
1999 from $92.1 million in 1998 as a result of the growth in revenues discussed
above. Selling, general and administrative expenses as a percentage of revenues
decreased to 17.5% for 1999 from 19.2% in 1998 as a result of the close
monitoring and containment of these expenses as our revenues have increased.
Non-recurring Costs. Our non-recurring costs include compensation to
stockholders, ESOP expense, recapitalization costs and acquisition and related
costs. No compensation to stockholders was recorded in 1999 as compared with
$0.6 million in 1998. Compensation to stockholders reflects compensation paid to
certain stockholders of acquired companies prior to their respective mergers
with SNC that is in excess of the compensation provided for in their employment
contracts with SNC. The amount by which the historical compensation paid to
these stockholders exceeds the amount provided for in their respective
employment contracts with SNC has been classified as non-recurring costs. No
compensation to stockholders is recorded subsequent to an acquisition by SNC. We
recorded $13.8 million in acquisition and related costs during 1999, consisting
of (a) $14.3 million of non-cash expense related to a payment to the prior
owners of MSG; (b) a $2.0 million reduction to amounts previously recorded due
to changes in estimates; and (c) $1.5 million of expense for consulting and
related costs necessary to consolidate and integrate certain of our acquired
operations. In September 1999, Snyder entered into a separate agreement with the
prior owners of MSG whereby Snyder agreed to pay consideration to the prior
owners in exchange for the release of any and all claims against Snyder relating
to the purchase of MSG by Snyder. The payment was not provided for in the
purchase agreement and is not part of the purchase price for accounting
purposes. The non-cash amount of $14.3 million was paid in the form of Snyder
Communications common stock. SNC recorded $38.9 million in acquisition and
related costs during 1998, and these costs were related to the consummation of
pooling of interests transactions during 1998. In 1999 we recorded $5.8 million
of recapitalization costs related to the October 22, 1999 recapitalization of
Snyder Communications, Inc. in which the Snyder Communications, Inc. common
stock was replaced with the SNC common stock and the Circle.com common stock.
This amount consisted of investment banking fees, other professional service
fees, SEC registration fees, printing costs, and other related costs. No
recapitalization costs were recorded during 1998.
Interest Expense. SNC's interest expense increased $3.4 million, or 188.9%,
to $5.2 million in 1999 from $1.8 million in 1998. The increase in interest
expense is attributable to borrowings under the $195 million unsecured
29
<PAGE>
revolving credit facility. If we increase our borrowing levels or if we
experience an increase in interest rates, interest expense will increase in
future periods.
Interest Income. We recorded $2.9 million of interest income during 1999
and $3.6 million of interest income in 1998. Interest income varies based on the
amount of cash and equivalents available for investment during the periods and
on prevailing short-term interest rates.
Income Tax Provision. SNC recorded a tax provision of $33.0 million in
1999. SNC's effective tax rate on its recurring operations is approximately
38.0% for December 31, 1999. The actual tax provision recorded differs from the
effective rate partly due to the non-deductibility of certain goodwill
amortization and non-recurring costs recorded during the period. SNC recorded a
$15.0 million tax provision in 1998, discussed further under the caption, "Year
Ended December 31, 1998 Compared to Year Ended December 31, 1997."
Income (Loss) from Continuing Operations. SNC's income from continuing
operations increased $10.1 million to $31.5 million in 1999 from $21.4 million
in 1998 due to an increase in operating income and a decrease in non-recurring
acquisition and related costs, offset by an increase in interest expense and tax
expense.
Discontinued Operations. In June 1999, Snyder Communications' Board of
Directors approved the spin-off of our healthcare services group through a
distribution to existing stockholders. The distribution was consummated on
September 27, 1999 through a special dividend of one share of common stock of
Ventiv Health Inc. ("Ventiv") for every three shares of existing common stock of
Snyder Communications. Therefore, the results of operations of Ventiv have been
classified as discontinued operations. Ventiv reported net income of $1.8
million in 1999 through the date of the spin-off and net income of $1.4 million
for 1998. 1999 results include the benefit of a one-time $2.0 million reduction
in the estimated amount of employee related social charges to be paid as a
result of the integration of Ventiv's French sales force. In addition to the
results of Ventiv's operations, $13.3 million of costs, net of taxes, related to
Ventiv spin-off which were incurred by SNC are reflected in the results from
discontinued operations for 1999.
Net Income (Loss). SNC net income decreased $2.9 million to $19.9 million
in 1999 from $22.8 million in 1998 due primarily to the expenses incurred with
regard to the Ventiv spin-off.
Pro Forma Net Income (Loss). Pro forma net income (loss) shows the effect
on net income (loss) assuming all of our operations were taxed as C corporations
all of 1999 and 1998. Pro forma net income decreased $0.1 million to $19.9
million in 1999 from $20.0 million in 1998.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997.
Revenues. SNC's revenues increased $82.8 million, or 20.8%, to $480.3
million in 1998 from $397.5 million in 1997. The increase in revenues was
primarily attributable to increased services to new and existing customers
within the Brann Worldwide, Arnold Worldwide and Bounty SCA Worldwide networks.
Revenues of Brann Worldwide increased $49.0 million, or 22.8%, for the year 1998
as compared to 1997 as a result of increased marketing services provided to new
and existing clients in the U.S. and the U.K. offset by a $12.9 million decline
in revenues from the sale of long distance service in the U.S. This change
resulted from the start up of a new contract in 1998 which replaced the 1997
contract with a previous customer. Brann Worldwide's increase in revenues
accounted for 59.2% of the 1998 total increase in revenues. Revenues of Arnold
Worldwide increased $24.5 million, or 25.9%, for the year 1998 as compared to
1997 due to increase in creative and advertising services to existing and new
clients. This increase accounted for 29.6% of the total increase in revenues
during 1998. Revenues of Bounty SCA increased $9.3 million, or 10.5%, for the
year 1998 as compared to 1997 as a result of increased distribution of product
sample and other advertising materials. Bounty SCA's increase in revenues
accounted for 11.2% of the 1998 total increase in revenues.
Cost of Services. SNC's cost of services increased $44.0 million, or 16.3%,
to $314.3 million in 1998 from $270.3 million in 1997. Cost of services as a
percentage of revenues decreased to 65.4% in 1998 from 68.0% in 1997. Cost of
services within the Bounty SCA Worldwide network increased $7.5 million, or
19.7%, in 1998 and accounted for 17.1% of the total increase in cost of
services. The increase in cost of services is consistent with the revenue change
discussed above. Bounty SCA's cost of services as a percentage of revenues for
the year 1998 increased to 46.8% from 43.2% for the year 1997 as a result of
higher costs in Bounty SCA's U.S. operations. Cost of services within the Brann
30
<PAGE>
Worldwide network increased $27.3 million, or 17.4%, in 1998 and accounted for
62.1% of the total increase in cost of services. As a percentage of revenues,
Brann Worldwide's cost of services for the year 1998 decreased to 69.8% from
73.0% for the year 1997 due to the ability of existing client support personnel
within the network to handle its growth. Cost of services within the Arnold
Worldwide network increased $9.1 million, or 12.1%, in 1998 and accounted for
20.8% of the total increase in cost of services. Arnold Worldwide's cost of
services as a percentage of revenues for the year 1998 decreased to 71.1% from
79.8% for the year 1997 due to a change in the overall mix of services provided
within the Arnold Worldwide network.
Selling, General and Administrative Expenses. SNC's selling, general and
administrative expenses increased $1.5 million, or 1.7%, to $92.1 million from
$90.6 million in 1997 as a result of the growth in revenues discussed above.
Selling, general and administrative expenses as a percentage of revenues
decreased to 19.2% in 1998 from 22.8% in 1997 due primarily to the lower
proportional increase in selling, general and administrative expenses necessary
to support the growth in revenues. In addition, SNC has monitored and contained
overhead costs within each of the networks.
Non-recurring Costs. Non-recurring costs include compensation to
stockholders, ESOP expense, recapitalization costs and acquisition and related
costs. Compensation to stockholders was $0.6 million in 1998 and $12.4 million
in 1997. Compensation to stockholders reflects compensation paid to certain
stockholders of acquired companies prior to their respective mergers with SNC
that is in excess of the compensation provided for in their employment contracts
with SNC. The amount by which the historical compensation paid to these
stockholders exceeds the amount provided for in their respective employment
contracts with SNC has been classified as compensation to stockholders. No
compensation to stockholders is recorded subsequent to an acquisition by SNC.
The $0.6 million recorded in 1998 relates to certain companies acquired in the
third and fourth quarters of 1998, and therefore, was incurred during 1998 by
the acquired companies prior to their acquisition.
SNC did not incur any ESOP expense in 1998. All obligations of the ESOP
were settled in 1997, and $5.2 million of ESOP expense was incurred in 1997. The
employees of one of the acquired companies that previously participated in the
ESOP now participate in Snyder Communications' stock incentive plan. SNC does
not expect to incur any ESOP expense in future periods.
SNC recorded $38.9 million in non-recurring acquisition and related costs
during 1998. These costs were primarily related to the consummation of
acquisitions in 1998 and consisted of investment banking fees, expenses
associated with the accelerated vesting of options held by employees of certain
acquired companies, other professional service fees, transfer taxes and other
contractual payments. In addition, this amount included a charge of
approximately $2.6 million for costs necessary to consolidate and integrate some
of SNC's operations within the Bounty SCA Worldwide network. The charge
consisted of $1.6 million of severance and other costs associated with the
termination of 42 employees, and $1.0 million of fees and other costs related to
these integration activities. The integration did not result in a headcount
reduction. Most of the terminated employees elected not to relocate and were
replaced. SNC recorded $31.4 million in non-recurring acquisition and related
costs during 1997 related to the consummation of its 1997 acquisitions. Of the
$31.4 million, $17.0 million were costs related to the consummation of
acquisitions in 1997. These costs included primarily investment banking fees,
other professional service fees, and certain U.K. excise and transfer taxes, as
well as a non-cash charge of approximately $9.1 million related to the
accelerated vesting of the options held by employees of one of the acquired
companies. The remaining $5.3 million consisted of the write-off of deferred
license fees and the accrual of a liability to resolve outstanding litigation.
Both the write-off of deferred fees and the accrual of the liability were
recorded due to changes in fact which resulted from acquisitions in 1997.
Interest Expense. SNC recorded $1.8 million of interest expense in 1998 and
$3.2 million of interest expense in 1997. The interest expense recorded in both
1998 and 1997 consists primarily of interest on debt at acquired companies prior
to their acquisition by SNC. SNC generally repaid the debt of acquired
companies.
Interest Income. SNC recorded $3.6 million of interest income in 1998 and
$2.9 million of interest income in 1997. The increase in interest income
corresponds to the increase in funds available for investment. SNC's average
cash balance was greater in 1998 than in 1997 due primarily to public stock
offerings and stock option exercises.
31
<PAGE>
Income Tax Provision. SNC recorded a $15.0 million tax provision in 1998,
consisting of a $27.2 million provision for our income from recurring operations
less interest, a $9.6 million benefit from the $39.5 million in non-recurring
costs, and a $2.6 million benefit from the S corporation status of certain
entities prior to their respective acquisitions by SNC. SNC's effective tax rate
for the year ended December 31, 1998 differs from the Federal statutory rate due
primarily to the non-deductibility of certain of the non-recurring costs and
state income taxes. Pro forma net income discussed below includes a provision
for income taxes as if all operations of SNC had been taxed as a C corporation
for the year ended December 31, 1998. SNC recorded a $4.0 million tax provision
in 1997, consisting of a $14.5 million provision for our income from recurring
operations less interest, an $8.5 million benefit from the $49.0 million in non-
recurring costs, and a $2.0 million benefit from the S corporation status of
certain entities prior to their respective acquisitions by SNC. SNC's effective
tax rate for the year ended December 31, 1997 differs from the Federal statutory
rate due primarily to the non-deductibility of certain of the non-recurring
costs and state income taxes. Pro forma net income discussed below includes a
provision for income taxes as if all operations of SNC had been taxed as a C
corporation for the year ended December 31, 1997.
Income (Loss) from Continuing Operations. SNC's income from continuing
operations increased $37.9 million to income of $21.4 million in 1998 from a
loss of $16.5 million in 1997, due primarily to the overall growth in revenues
and the containment of costs.
Discontinued Operations. In June 1999, Snyder Communications' board of
directors approved the spin-off of Snyder Communications' healthcare services
business through a distribution to existing Snyder Communications stockholders.
Therefore, the results of operations of Ventiv have been classified as
discontinued operations. Ventiv reported net income of $1.4 million in 1998 and
a net loss of $8.7 million in 1997. The increase in income (loss) from
discontinued operations reflects the overall growth of Ventiv. Growth in
revenues exceeded growth in total costs and expenses in 1998.
In October 1997, the board of directors of one of the companies SNC
acquired in a pooling of interests transaction in 1998 approved the spin-off of
its sports management operations which were carried on by one of its wholly
owned subsidiaries, BWA. The acquiree purchased BWA in May 1996. The spin-off
was completed on October 31, 1997 through a distribution of shares to the common
stockholders of the acquiree. BWA reported a net loss of $1.5 million in 1997.
Net Income (Loss). SNC's net income increased $49.5 million to $22.8
million in 1998 from a loss of $26.7 million in 1997 which is consistent with
SNC's growth in revenues and containment of costs.
Pro Forma Net Income (Loss). Pro forma net income (loss) shows the effect
on net income (loss) assuming all of SNC's operations were taxed as C
corporations for all of 1998. Pro forma net income increased $50.1 million to
income of $20.0 million in 1998 from a pro forma net loss of $30.1 million in
1997.
Liquidity and Capital Resources
At December 31, 1999, SNC had $87.5 million in cash and equivalents. Cash
and equivalents increased $39.6 million during 1999, due to the $80.3 million
provided by operating activities of continuing operations, the $42.4 million net
cash provided by financing activities of continuing operations, offset by the
$51.7 million used in investing activities for continuing operations, the $30.6
million used by discontinued operations, and the $0.8 million effect of changes
in the exchange rate. The cash provided by financing activities consists
primarily of additional borrowings for acquisitions. The $51.7 million in cash
used in investing activities consists primarily of cash used for business
acquisitions and capital expenditures, including intangibles. Other than the
$12.3 million of debt attributed to Circle.com at the October 22, 1999
Recapitalization date, all cash advances and businesses attributed to Circle.com
prior to that time have been considered a capital contribution to Circle.com.
Following the Recapitalization, Snyder Communications began to attribute each
incurrence or issuance of external debt and the proceeds of that incurrence or
issuance to SNC, to the extent the proceeds are used for the benefit of SNC, and
to Circle.com, to the extent the proceeds are used for the benefit of Circle.com
by SNC. As a result, with respect to the allocation of interest and debt, the
historical financial statements will not be comparable to future periods.
32
<PAGE>
Our operating activities of continuing operations have provided positive
cash flows for each of the three years ended December 31, 1999. SNC believes
that its cash and equivalents, as well as the cash provided by operations and
available financing, will be sufficient to fund its current operations, planned
capital expenditures and anticipated growth of its existing business over the
next 12 months and beyond. If SNC acquires additional businesses in transactions
that include cash payments as part of the purchase price, both in the short-term
and the long-term, we will first use excess cash available from operations and
then pursue additional debt or equity financing as sources of cash necessary to
complete the acquisitions. We currently do not have any significant contractual
purchasing obligations other than existing facility and equipment operating
leases.
In August 1999, Snyder Communications entered into a $195 million unsecured
revolving credit facility with a term of four years, which we will use for
acquisitions and general corporate purposes, as well as the repurchase of up to
$250 million of Snyder Communications' common stock that the Board of Directors
has previously approved. Interest on amounts borrowed under the credit facility
is based on the London Interbank Offered Rate, the lending bank's base rate of
interest or the federal funds rate. Availability under the credit facility is
subject to our compliance with various financial ratios, operating covenants and
other customary conditions (see the Snyder Communications, Inc. discussion of
Liquidity and Capital Resources). On December 31, 1999, there was $180 million
in outstanding borrowings under the credit facility at a weighted average
interest rate of 7.725% and $156.7 million of that debt was attributed to SNC.
In addition to borrowing under the line of credit, Snyder Communications
could pursue other debt or equity transactions to finance our acquisitions,
depending on market conditions. We cannot assure you that we will be successful
in raising the cash required to complete all acquisition opportunities which SNC
may seek in the future.
SNC is subject to the impact of foreign currency fluctuations, specifically
that of the British pound. To date, changes in the British pound exchange rate
have not had a material impact on SNC's liquidity or results of operation. SNC
continually evaluates its exposure to exchange rate risk but does not currently
hedge such risk.
Given the extent of its services currently provided in continental Europe
and the nature of those services, we do not expect the introduction of the Euro
to have a material impact on SNC's operations or cash flows. SNC will continue
to evaluate the impact of the introduction of the Euro as it continues to expand
the services offered and the European locations in which it operates.
Private Securities Litigation Reform Act of 1995 -- A Caution Concerning
Forward-Looking Statements
Any statement made in this Form 10-K that deals with information that is
not historical, such as statements concerning our anticipated financial results,
are forward-looking statements. We wish to caution readers not to place undo
reliance on any of these forward-looking statements, which speak only as of the
date made. Forward-looking statements are subject to the occurrence of many
events outside our control and to various risk factors that could cause results
to differ materially from those expressed in Snyder Communications' periodic
reports and registration statements filed with the Securities and Exchange
Commission, and press releases or other public communications of Snyder
Communications or SNC.
33
<PAGE>
CIRCLE.COM--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of Circle.com's results of operations and of its
liquidity and capital resources is based upon Circle.com's combined financial
statements. The entities with which Circle.com has entered into mergers
accounted for as pooling of interests for financial reporting purposes will be
collectively referred to as the "Pooled Entities" and their mergers will be
referred to herein as the "Acquisitions". The combined financial statements have
been retroactively restated to reflect the combined financial position and the
combined results of operations and cash flows of the Pooled Entities for all
periods presented, giving effect to the Acquisitions as if they had occurred at
the beginning of the earliest period presented. The following discussion should
be read in conjunction with the combined financial statements of Circle.com and
the related notes thereto included elsewhere in this Annual Report on Form 10-K.
On February 20, 2000, Havas Advertising ("Havas"), HAS Acquisition Corp.
and Snyder Communications, Inc. entered into an Agreement and Plan of Merger,
pursuant to which HAS Acquisition Corp. will be merged with and into Snyder
Communications, with Snyder Communications surviving as a subsidiary of Havas
(the "Merger"). The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of each of Snyder Communications and
Havas and receipt of all required regulatory approvals. The items included in
this Annual Report on Form 10-K discuss the business, results of operations, and
financial condition of Snyder Communications without regard to the impact that
the Merger could have on Snyder Communications, SNC, or Circle.com.
Overview
Circle.com is engaged in the Internet professional services business.
Circle.com's services include consulting regarding its clients' e-commerce
strategies and related business process, consumer research, online media
planning and creative design, which it refers to as "front-end services," as
well as architecture design, systems integration, implementation and ongoing
performance analysis, which it refers to as "back-end services." Until May 1999,
the operations of Circle.com were contained within the Brann Worldwide and
Arnold Communications networks of Snyder Communications. In May 1999, these
operations were coordinated under the name Circle.com and placed under the
responsibility of a single management team.
The Management's Discussion and Analysis of Financial Condition and Results
of Operations of Circle.com should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Snyder Communications and SNC.
Results of Operations
Net revenues from Internet professional services are generally based on
either a fixed project amount or the time and materials utilized.
Professional services expenses consist primarily of compensation and
benefits of our employees engaged in the delivery of professional services.
Office and general expenses include costs associated with administrative
functions, such as finance, human resources and information technology, as well
as amortization of intangibles and office facilities costs. A portion of Snyder
Communications' overhead and administrative shared services have been allocated
to Circle.com based upon estimated usage.
34
<PAGE>
The following sets forth, for the periods indicated, certain components of
Circle.com's income statement data, including such data as the percentage of
revenues. Pro forma net income includes a provision for income taxes as if all
operations of Circle.com had been taxed as a C corporation for all periods
presented.
<TABLE>
<CAPTION>
For the Years Ended
December 31,
-----------------------------------------------------------
1999 1998 1997
-----------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 35,726 100.0% $13,514 100.0% $ 5,567 100.0%
Operating expenses:
Professional services 21,990 61.5 7,114 52.6 3,044 54.7
Office and general 27,177 76.1 5,902 43.7 3,621 65.0
Non-recurring costs 3,825 10.7 --- --- --- ---
-------- ------ ------- ------ ------- -------
Income (loss) from operations (17,266) (48.3) 498 3.7 (1,098) (19.7)
-------- ------ ------- ------ ------- -------
Interest expense (668) (1.8) --- --- --- ---
Interest income 22 --- --- --- --- ---
-------- ------ ------- ------ ------- -------
Income (loss) before income taxes (17,912) (50.1) 498 3.7 (1,098) (19.7)
-------- ------ ------- ------ ------- -------
Income tax provision (benefit) (3,522) (9.8) 500 3.7 (968) (17.4)
-------- ------ ------- ------ ------- -------
Net loss $(14,390) (40.3)% $ (2) ---% $ (130) (2.3)%
======== ====== ======= ====== ======= =======
Pro forma net income (loss) $(14,390) (40.3)% $ 123 0.9% $ (741) (13.3)%
======== ====== ======= ====== ======= =======
</TABLE>
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998.
Net Revenues. Circle.com's net revenues increased $22.2 million, or 164.4%,
to $35.7 million in 1999 from $13.5 million in 1998. This includes approximately
$9.4 million of revenue growth from purchase transactions completed during 1998
and 1999. In addition, Circle.com has accelerated its hiring which has caused
growth in its client base, size and scope of client engagements and headcount in
both the U.S. and the U.K. from 1998 to 1999, as more companies recognize that
the Internet is an increasingly important marketing tool and an effective way to
reach customers.
Professional Service Expenses. Circle.com's professional service expenses
increased $14.9 million, or 209.9%, to $22.0 million in 1999 from $7.1 million
in 1998. Professional service expenses as a percentage of net revenues increased
to 61.5% in 1999 from 52.6% in 1998. The increase in professional service
expenses is consistent with the purchase transactions and increase in personnel
at Circle.com necessary to support the increased level of business in 1999. We
have grown our infrastructure and personnel level at a faster rate than our
revenue level has increased in order to accommodate our growth. We believe that
our existing infrastructure can absorb additional business without added cost.
However, if we continue to pursue an aggressive growth strategy our costs could
continue to grow at a faster rate than our revenues as we pursue this strategy.
Office and General Expenses. Office and general expenses increased $21.3
million, or 361.0%, to $27.2 million in 1999 from $5.9 million in 1998. Office
and general expenses as a percentage of net revenues increased to
35
<PAGE>
76.1% in 1999 from 43.7% in 1998. The increase in office and general expenses
both as a percentage of revenues and in absolute dollars is directly related to
the expansion of our infrastructure to support increased revenue and from $3.9
million of goodwill amortization which results from the purchase transactions
which were completed during the fourth quarter of 1998 and 1999. The office and
general expenses reported through September 30, 1999 did not include any amounts
related to the costs of having a publicly traded security.
Non-Recurring Costs. Circle.com recorded $3.8 million in non-recurring
costs in 1999 and none in 1998. The costs represent costs associated with
recapitalization of the Snyder Communications in 1999 in which the Snyder
Communications, Inc. common stock was replaced by the SNC common stock and the
Circle.com common stock.
Interest Expense. Circle.com recorded $0.7 million of interest expense in
1999. There was no interest expense recorded in 1998. Interest expense is
related to the debt attributed to Circle.com by Snyder Communications for
certain acquisitions and for amounts advanced to Circle.com by SNC following the
October 22, 1999 recapitalization.
Interest Income. Circle.com recorded $0.02 million of interest income in
1999. There was no interest income recorded for 1998. Circle.com had low cash
balances throughout the year of 1999.
Income Tax Provision (Benefit). Circle.com recorded a tax benefit of $3.5
million in 1999. The effective rate differs from the statutory rate due
primarily to non-deductible differences resulting from goodwill amortization and
the non-deductible recapitalization costs. Circle.com recorded a $0.5 million
tax provision in 1998 which includes the impact of the S corporation status of
certain aspects of Circle.com operations prior to their acquisitions by Snyder
Communications in pooling of interests transactions.
Net Loss. Net loss increased to a loss of $14.4 million in 1999 from net
loss of $2 thousand in 1998 due to the decreased operating margin in 1999 which
results from higher levels of personnel necessary to accommodate growth of the
business and due to increased goodwill amortization. Pro forma net income (loss)
decreased to a $14.4 million loss in 1999 from $0.1 million income in 1998. Pro
forma net loss includes a benefit for federal and state income taxes as if
Circle.com had been a taxable C corporation for all periods presented. To
facilitate growth, we intend to make investments in Circle.com to promote the
business and its name, to further enhance the skills of our employees, to
further business development efforts and to make further investment in
technology. We expect that this additional investment in Circle.com will cause
our expenses to be higher than our revenues for the foreseeable future.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997.
Net Revenues. Circle.com's net revenues increased $7.9 million, or 141.1%,
to $13.5 million in 1998 from $5.6 million in 1997. This includes approximately
$2.4 million of revenue growth from purchase transactions completed during 1998.
The remainder of the increase in revenues is the result of an increase in
services provided to both new and existing clients of $3.3 million and $2.2
million, respectively, consisting of multiple projects. Circle.com experienced
growth in its client base in both the U.S. and the U.K. Revenues from services
provided in the U.S. grew by approximately $4.8 million and revenues from
services in the U.K. grew by approximately $0.7 million, excluding purchase
transactions. We believe that more companies recognize the Internet as an
increasingly important marketing tool and an effective way to reach customers.
Professional Service Expenses. Circle.com's professional service expenses
increased $4.1 million, or 136.7%, to $7.1 million in 1998 from $3.0 million in
1997. Professional service expenses as a percentage of net revenues decreased to
52.6% in 1998 from 54.7% in 1997. Professional service expenses as a percentage
of net revenues decreased due to increased utilization of client services
personnel. The increase in professional services is consistent with the increase
in personnel providing services at Circle.com.
Office and General Expenses. Office and general expenses increased $2.3
million, or 63.9%, to $5.9 million in 1998 from $3.6 million in 1997. Office and
general expenses as a percentage of net revenues decreased to 43.7% in 1998 from
65.0% in 1997. Office and general expenses as a percentage of net revenues
decreased because the infrastructure was expanded and was able to support
increased services.
36
<PAGE>
Income Tax Provision. Circle.com recorded a $0.5 million tax provision on
its income in 1998 and a $1.0 million tax benefit on its loss in 1997. The
actual income tax provision includes the impact of the S corporation status of
certain aspects of Circle.com's operations prior to their acquisitions by Snyder
Communications in pooling of interests transactions.
Net Loss. Net loss decreased $128,000, or 98.5%, to $2,000 in 1998 from a
loss of $130,000 in 1997 due primarily to Circle.com's overall growth and
improved operating margins. Pro forma net income was $0.1 million in 1998. Pro
forma net income and loss include a provision or benefit for federal and state
income taxes as if Circle.com had been a taxable C corporation for all periods
presented.
Liquidity and Capital Resources
Circle.com has incurred cumulative losses of $14.8 million from its
inception through December 31, 1999. Circle.com recorded a 1999 net loss of
$14.4 million. Circle.com has relied on investments and advances from SNC in
order to build its business, acquire Internet services companies, and to fund
its operating and net losses.
SNC has invested $77.7 million in Circle.com cumulatively through the
October 22, 1999 Recapitalization date, with $68.2 million of that investment
having been made during 1999. In addition to the $68.2 million investment, SNC
also loaned $7.6 million to Circle.com between October 22, 1999 and December 31,
1999. The $7.6 million loan is interest bearing. Of the combined $68.2 million
investment made in 1999 and the $7.6 million loan made following the
Recapitalization, $47.7 million represents Snyder Communications common stock
issued for acquisitions contributed to Circle.com, $13.9 million was used in
operating activities, $6.0 million was used for the purchase of computers and
office equipment, and $1.5 million for additional cost to purchase a subsidiary,
offset by $4.9 million of cash acquired in purchase transactions. In addition,
Snyder Communications incurred $23.3 million in debt on behalf of Circle.com
which was related to the acquisitions of Tsunami, Natural Intelligence,
Interactive Bureau, and Net Marquee. Until May 1999, the operations of
Circle.com were contained within the Brann Worldwide and Arnold Communications
networks, and the operations which became Circle.com did not have separately
identified cash. As December 31, 1999, Circle.com had $2.0 million of cash.
We believe that cash on hand as of December 31, 1999 will not be sufficient
to fund the operations of Circle.com through the end of 2000. We currently
expect that Circle.com will require additional cash to fund its growth and
operating losses over the next year and beyond. Accordingly, Circle.com will
need to obtain additional funding from SNC, borrow money from a third party, or
Snyder Communications may need to issue more shares of Circle.com common stock.
If Snyder Communications issues additional shares of Circle.com stock in order
to fund Circle.com's operating losses, the result could be a dilution of the
interests of existing Circle.com stockholders and SNC's retained interest.
Circle.com does not have any borrowing arrangement in place with a third party
and, therefore, relies on Snyder Communications as its source of cash. Other
than the $12.3 million of external debt allocated to Circle.com at the October
22, 1999 Recapitalization date, the funding provided to Circle.com by Snyder
Communications prior to the issuance of the Circle.com common stock is
considered an investment in Circle.com by Snyder Communications. Following the
issuance of the Circle.com common stock, further cash provided to Circle.com by
Snyder Communications has been considered an interest-bearing loan from SNC, and
external borrowing for the purpose of acquisitions by Circle.com has continued
to be allocated to Circle.com. As a result, with respect to interest and debt
allocation to Circle.com, the historical financial statements will not be
comparable to future periods.
In August 1999, Snyder Communications closed on a $195 million unsecured
revolving credit facility with a term of four years, which will be used for
acquisitions and general corporate purposes, as well as the repurchase of up to
$250 million of Snyder Communications' common stock that the board of directors
has previously approved. Interest on amounts borrowed under the $195 million
credit facility is based on the London Interbank Offered Rate or the lending
bank's base rate of interest. Availability under this credit facility is subject
to Snyder Communications' compliance with various financial ratios, operating
covenants and other customary conditions (see the Snyder Communications, Inc.
discussion of Liquidity and Capital Resources). On December 31, 1999, there was
$180 million in outstanding borrowings under the credit facility at a weighted
average interest rate of 7.725% and $23.3 million of that debt was attributed to
Circle.com.
37
<PAGE>
We anticipate that Snyder Communications will be in a position to fund the
needs of Circle.com in the future and we will monitor and evaluate market
conditions to assess the possibility of other sources of debt or equity
financing as the need arises. However, there can be no assurance that Circle.com
will be able to obtain third party debt or equity financing, or that Snyder
Communications will continue to be in a position to provide additional funding
to Circle.com in the longer-term.
Circle.com is subject to the impact of foreign currency fluctuations,
specifically that of the British pound. To date, changes in the British pound
exchange rates have not had a material impact on Circle.com's liquidity or
results of operations. Circle.com continually evaluates its exposure to exchange
rate risk but does not currently hedge such risk.
Private Securities Litigation Reform Act of 1995 -- A Caution Concerning
Forward-Looking Statements
Any statement made in this Form 10-K that deals with information that is not
historical, such as statements concerning our anticipated financial results, are
forward-looking statements. We wish to caution readers not to place undo
reliance on any of these forward-looking statements, which speak only as of the
date made. Forward-looking statements are subject to the occurrence of many
events outside our control and to various risk factors that could cause results
to differ materially from those expressed in Snyder Communications' periodic
reports and registration statements filed with the Securities and Exchange
Commission, and press releases or other public communications of Circle.com or
Snyder Communications.
38
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
----------------------------------------------------------
SNYDER COMMUNICATIONS, INC.
We are exposed to market risk from changes in market interest rates and
foreign currency exchange rates. We are subject to interest rate risk on our
debt for changes in the fair value of our debt caused by changes in the interest
rates. We are subject to foreign currency exchange rate risk related to our
international operations. We do not currently engage in hedging or other market
risk management tools.
Long-Term Debt Exposure
Fixed Rate Debt. For purposes of quantifying our potential loss on fair
value of our long-term rate debt due to changes in interest rates, we used a
sensitivity analysis model. While there is exposure related to the fair market
value of our fixed rate debt, we believe that changes in market interest rates
over the next year would not materially impact our earning or cash flows. The
weighted average maturities of all outstanding long-term fixed rate debt as of
December 31, 1999 is 4 years. To determine potential changes in the fair value
of our fixed rate long-term debt, we assumed a hypothetical 150 basis point
increase/decrease to all interest rates on our outstanding long-term debt at
December 31, 1999. If interest rates change as hypothetically assumed, the fair
value of our debt will change as follows (in thousands):
<TABLE>
<CAPTION>
Carrying Fair Value Fair Value
Amount with 150 Basis with 150
December 31, Fair Point Basis Point
1999 Value(1) Increase(2) Decrease(2)
----------- -------- -------------- ------------
<S> <C> <C> <C> <C>
Long-term debt (fixed rate).................... $10,964 $11,137 $10,695 $11,603
</TABLE>
(1) Fair value is calculated using the discounted cash flows method.
(2) Basis point change is assumed on all interest rates of outstanding debt.
Variable Rate Debt. Changes in interest rates would not materially effect
the fair value of our variable long-term debt. Changes in interest rates on our
long-term variable rate debt would have a material impact on our earnings and
cash flows as changes in interest rates directly impact our interest payments.
In order to determine the impact that a change in interest rates would have on
our earnings and cash flows, we calculated the impact of a 150 basis point
increase/decrease to the December 31, 1999 weighted average interest rate of the
variable rate long-term debt outstanding. If interest rates change as
hypothetically assumed, the interest expense on our variable rate long-term debt
will change as follows (in thousands):
<TABLE>
<CAPTION>
Interest Expense based
on December 31, 1999 150 Basis Point 150 Basis Point
Weighted Average Rate Increase Decrease
---------------------- --------------- ---------------
<S> <C> <C> <C>
Long-term debt (variable rate)......... $13,905 $16,605 $11,205
</TABLE>
Foreign Currency Exchange Rate Exposure
Fluctuations in foreign currency exchange rates affect the reported amounts
of our assets, liabilities and operations. For purposes of quantifying the risk
associated with fluctuations in the foreign exchange rate, we used a sensitivity
analysis model. We assumed a hypothetical detrimental change of 10% in the
exchange rates on our assets, liabilities and revenues denominated in a foreign
currency. A 10% fluctuation was assumed for all exchange rates at December 31,
1999. However, our material exposure to foreign exchange rate fluctuations on
continuing operations is the British pound. Approximately 91.7% of the Company's
1999 continuing revenues from international operations were conducted in the
United Kingdom. The amounts below represent the impact of all exchange rates on
our total assets, liabilities and revenues.
39
<PAGE>
<TABLE>
<CAPTION>
10% Decrease in value
Balance at of Local Currencies to
December 31, 1999 U.S. Dollar
----------------- ----------------------
<S> <C> <C>
Assets..................................... $786,463 $772,351
Liabilities................................ 514,945 505,850
Revenue.................................... 638,480 620,740
</TABLE>
The following illustrates the impact on the fair value of all of our long-term
fixed rate debt assuming 10% fluctuations in all of our foreign exchange rates
(in thousands):
<TABLE>
<CAPTION>
Fair Value with Fair Value with
10% increase in 10% decrease in
Fair Value strength of U.S. strength of U.S.
December 31, 1999 dollar to foreign dollar to foreign
----------------- ----------------- -----------------
<S> <C> <C> <C>
Long-term debt (fixed rate).... $11,137 $10,458 $11,967
</TABLE>
SNC
We are exposed to market risk from changes in market interest rates and
foreign currency exchange rates. We are subject to interest rate risk on our
debt for changes in the fair value of our debt caused by changes in the interest
rates. We are subject to foreign currency exchange rate risk related to our
international operations. We do not currently engage in hedging or other market
risk management tools.
Long-Term Debt Exposure
Fixed Rate Debt. For purposes of quantifying our potential loss on fair
value of our long-term rate debt due to changes in interest rates, we used a
sensitivity analysis model. While there is exposure related to the fair market
value of our fixed rate debt, we believe that changes in market interest rates
over the next year would not materially impact our earning or cash flows. The
weighted average maturities of all outstanding long-term fixed rate debt as of
December 31, 1999 is 4 years. To determine potential changes in the fair value
of our fixed rate long-term debt, we assumed a hypothetical 150 basis point
increase/decrease to all interest rates on our outstanding long-term debt at
December 31, 1999. If interest rates change as hypothetically assumed, the fair
value of our debt will change as follows (in thousands):
<TABLE>
<CAPTION>
Carrying
Amount Fair Value with Fair Value with
December Fair 150 Basis Point 150 Basis Point
31, 1999 Value(1) Increase(2) Decrease(2)
----------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
Long-term debt (fixed rate)............ $10,563 $10,612 $10,187 $11,060
</TABLE>
(1) Fair value is calculated using the discounted cash flows method.
(2) Basis point change is assumed on all interest rates of outstanding
debt.
Variable Rate Debt. Changes in interest rates would not materially effect
the fair value of our variable long-term debt. Changes in interest rates on our
long-term variable rate debt would have a material impact on our earnings and
cash flows as changes in interest rates directly impact our interest payments.
In order to determine the impact that a change in interest rates would have on
our earnings and cash flows, we calculated the impact of a 150 basis point
increase/decrease to the December 31, 1999 weighted average interest rate of the
variable rate long-term debt
40
<PAGE>
outstanding. If interest rates change as hypothetically assumed, the interest
expense on our variable rate long-term debt will change as follows (in
thousands):
<TABLE>
<CAPTION>
Interest Expense based
on December 31, 1999 150 Basis Point 150 Basis Point
Weighted Average Rate Increase Decrease
---------------------- --------------- ---------------
<S> <C> <C> <C>
Long-term debt (variable rate)......... $12,101 $14,451 $9,752
</TABLE>
Foreign Currency Exchange Rate Exposure
Fluctuations in foreign currency exchange rates affect the reported amounts
of our assets, liabilities and operations. For purposes of quantifying the risk
associated with fluctuations in the foreign exchange rate, we used a sensitivity
analysis model. We assumed a hypothetical detrimental change of 10% in the
exchange rates on our assets, liabilities and revenues denominated in a foreign
currency. A 10% fluctuation was assumed for all exchange rates at December 31,
1999. However, our material exposure to foreign exchange rate fluctuations on
continuing operations is the British pound. Approximately 98.2% of the Company's
1999 continuing revenues from international operations were conducted in the
United Kingdom. The amounts below represent the impact of all exchange rates on
our total assets, liabilities and revenues.
<TABLE>
<CAPTION>
10% Decrease in value
Balance at of Local Currencies to
December 31, 1999 U.S. Dollar
----------------- ----------------------
<S> <C> <C>
Assets..................................... $683,673 $669,859
Liabilities................................ 474,347 465,424
Revenue.................................... 603,550 586,306
</TABLE>
The following illustrates the impact on the fair value of all of our long-term
fixed rate debt assuming 10% fluctuations in all of our foreign exchange rates
(in thousands):
<TABLE>
<CAPTION>
Fair Value with Fair Value with
10% increase in 10% decrease in
Fair Value strength of U.S. strength of U.S.
December 31, 1999 dollar to foreign dollar to foreign
----------------- ----------------- -----------------
<S> <C> <C> <C>
Long-term debt (fixed rate).... $10,612 $9,933 $11,442
</TABLE>
CIRCLE.COM
We are exposed to market risk from changes in market interest rates and
foreign currency exchange rates. We are subject to interest rate risk on our
debt for changes in the fair value of our debt caused by changes in the interest
rates. We are subject to foreign currency exchange rate risk related to our
international operations. We do not currently engage in hedging or other market
risk management tools.
Long-Term Debt Exposure
Fixed Rate Debt. For purposes of quantifying our potential loss on fair
value of our long-term rate debt due to changes in interest rates, we used a
sensitivity analysis model. While there is exposure related to the fair market
value
41
<PAGE>
of our fixed rate debt, we believe that changes in market interest rates over
the next year would not materially impact our earning or cash flows. The
weighted average maturities of all outstanding long-term fixed rate debt as of
December 31, 1999 is 4 years. To determine potential changes in the fair value
of our fixed rate long-term debt, we assumed a hypothetical 150 basis point
increase/decrease to all interest rates on our outstanding long-term debt at
December 31, 1999. If interest rates change as hypothetically assumed, the fair
value of our debt will change as follows (in thousands):
<TABLE>
<CAPTION>
Carrying
Amount Fair Value with Fair Value with
December Fair 150 Basis Point 150 Basis Point
31, 1999 Value(1) Increase(2) Decrease(2)
---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Long-term debt (fixed rate)............ $401 $524 $506 $542
</TABLE>
(1) Fair value is calculated using the discounted cash flows method.
(2) Basis point change is assumed on all interest rates of outstanding
debt.
Variable Rate Debt. Changes in interest rates would not materially effect
the fair value of our variable long-term debt. Changes in interest rates on our
long-term variable rate debt would have a material impact on our earnings and
cash flows as changes in interest rates directly impact our interest payments.
In order to determine the impact that a change in interest rates would have on
our earnings and cash flows, we calculated the impact of a 150 basis point
increase/decrease to the December 31, 1999 weighted average interest rate of the
variable rate long-term debt outstanding. If interest rates change as
hypothetically assumed, the interest expense on our variable rate long-term debt
will change as follows (in thousands):
<TABLE>
<CAPTION>
Interest Expense based
on December 31, 1999 150 Basis Point 150 Basis Point
Weighted Average Rate Increase Decrease
--------------------- --------------- ---------------
<S> <C> <C> <C>
Long-term debt (variable rate)......... $1,804 $2,154 $1,453
</TABLE>
42
<PAGE>
Foreign Currency Exchange Rate Exposures
Fluctuations in foreign currency exchange rates affect the reported amounts
of our assets, liabilities and operations. For purposes of quantifying the risk
associated with fluctuations in the foreign exchange rate, we used a sensitivity
analysis model. We assumed a hypothetical detrimental change of 10% in the
exchange rates on our assets, liabilities and revenues denominated in a foreign
currency. A 10% fluctuation was assumed for all exchange rates at December 31,
1999. Our material exposures to foreign exchange rate fluctuations on
continuing operations are the British pound, [100]% of our foreign operations
are located in the United Kingdom. The amounts below represent the impact of all
exchange rates on the Company's total assets, liabilities and revenues.
<TABLE>
<CAPTION>
10% Decrease in value
Balance at of Local Currencies to
December 31, 1999 U.S.Dollar
----------------- ----------------------
<S> <C> <C>
Assets..................................... $112,975 $112,677
Liabilities................................ 50,783 50,611
Revenue.................................... 35,726 35,231
</TABLE>
43
<PAGE>
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
SNYDER COMMUNICATIONS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Snyder Communications, Inc.
Consolidated Financial Statements
The consolidated financial statements of Snyder Communications, Inc. include all of the accounts
and operating results of the corresponding SNC and Circle.com combined financial statements.
Holders of SNC common stock and Circle.com common stock are stockholders of Snyder
Communications, Inc. and are subject to all risks associated with an investment in Snyder
Communications, Inc.
Report of Independent Public Accountants............................................................ 47
Consolidated Balance Sheet as of December 31, 1999 and 1998......................................... 48
Consolidated Statement of Income, including unaudited pro forma data, for the years ended December
31, 1999, 1998 and 1997......................................................................... 50
Consolidated Statement of Equity and Comprehensive Income for the years ended
December 31, 1999, 1998 and 1997.............................................................
Consolidated Statement of Stockholders' Equity and Comprehensive Income for the years ended
December 31, 1999, 1998 and 1997................................................................ 51
Consolidated Statement of Cash Flows for the years ended December 31, 1999, 1998
and 1997........................................................................................ 53
Notes to Consolidated Financial Statements.......................................................... 56
SNC
Combined Financial Statements
The combined financial statements of SNC comprise the combined financial position, results of
operations and cash flows of the businesses that comprise Snyder Communications Inc.'s direct
marketing and advertising agency. Accordingly, the SNC combined financial statements are
supplemental financial statements and should be read in conjunction with the Snyder
Communications, Inc. consolidated financial statements and the Circle.com combined financial
statements.
Report of Independent Public Accountants............................................................ 89
Combined Balance Sheet as of December 31, 1999 and 1998............................................. 90
Combined Statement of Income for the years ended December 31, 1999, 1998 and 1997................... 92
Combined Statement of Changes in Group Equity for the years ended December 31, 1999, 1998 and 1997.. 93
Combined Statement of Cash Flows for the years ended December 31, 1999, 1998 and 1997............... 94
Notes to Combined Financial Statements.............................................................. 97
</TABLE>
44
<PAGE>
<TABLE>
<S> <C>
Circle.com
Combined Financial Statements
The combined financial statements of Circle.com comprise the combined financial position, results
of operations and cash flows of the businesses that comprise Snyder Communications, Inc.'s
Internet professional services business. Accordingly, the Circle.com combined financial
statements are supplemental financial statements and should be read in conjunction with the
Snyder Communications, Inc. consolidated financial statements and the SNC combined financial
statements.
Report of Independent Public Accountants............................................................ 122
</TABLE>
45
<PAGE>
SNYDER COMMUNICATIONS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<S> <C>
Circle.com
Combined Financial Statements (continued)
Combined Balance Sheet as of December 31, 1999 and 1998............................................. 123
Combined Statement of Operations for the years ended December 31, 1999, 1998 and 1997............... 124
Combined Statement of Changes in Group Equity for the years ended December 31, 1999, 1998 and 1997.. 125
Combined Statement of Cash Flows for the years ended December 31, 1999, 1998 and 1997............... 126
Notes to Combined Financial Statements.............................................................. 127
</TABLE>
46
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Snyder Communications, Inc.:
We have audited the accompanying consolidated balance sheets of Snyder
Communications, Inc. and subsidiaries (the "Company") as of December 31, 1999
and 1998, and the related consolidated statements of income, stockholders'
equity and comprehensive income and cash flows for each of the years in the
three year period ended December 31, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Snyder
Communications, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three year period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Vienna, Virginia
February 18, 2000 (except with respect to the matter discussed in Note 21, as to
which the date is February 20, 2000)
47
<PAGE>
SNYDER COMMUNICATIONS, INC.
(See Note 1)
CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
December 31,
--------------------
1999 1998
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents......................................................... $ 89,545 $ 47,931
Marketable securities........................................................ 9 612
Accounts receivable, net of allowance for doubtful accounts of $7,524 and
$7,031 at December 31, 1999 and 1998, respectively......................... 101,466 78,901
Receivables from pass-through costs.......................................... 114,750 86,015
Related party receivables.................................................... 636 190
Unbilled services............................................................ 18,867 22,070
Current portion of deferred tax asset........................................ 10,865 13,671
Other current assets......................................................... 22,450 11,560
Net current assets of discontinued operations................................ -- 24,447
--------- ---------
Total current assets......................................................... 358,588 285,397
--------- ---------
Property and equipment, net....................................................... 85,241 70,367
Goodwill and other intangible assets, net......................................... 240,903 72,288
Deferred tax asset................................................................ 92,312 86,637
Deposits and other assets......................................................... 9,419 5,645
Net long-term assets of discontinued operations................................... -- 95,280
--------- ---------
Total assets.............................................................. $ 786,463 $ 615,614
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Lines of credit.............................................................. $ 970 $ 1,825
Current maturities of long-term debt......................................... 551 1,085
Accrued payroll.............................................................. 17,140 13,423
Accounts payable............................................................. 165,702 114,541
Accrued expenses............................................................. 105,556 80,547
Client advances.............................................................. 11,208 11,753
Unearned revenue............................................................. 19,176 16,897
--------- ---------
Total current liabilities................................................ 320,303 240,071
--------- ---------
Related party borrowings.......................................................... 8,731 8,924
Long-term obligations under capital leases........................................ 1,202 1,743
Long-term debt, net of current maturities......................................... 181,031 1,616
Other liabilities................................................................. 3,678 2,922
Commitments and contingencies
Redeemable ESOP stock, 88 shares outstanding December 31, 1998.................... -- 2,960
Stockholders' Equity:
Preferred stock, $.001 par value per share, 5,000 shares authorized, none
issued and outstanding at December 31, 1999 and 1998..................... -- --
Common Stock
SNC, $.001 par value per share, 320,000 shares authorized, 75,791 and
71,480 shares issued and outstanding at December 31, 1999 and
1998, respectively (See Note 14)........................................ 76 71
Circle.com, $.001 par value per share, 80,000 shares authorized, 23,660 and
17,870 shares issued and outstanding at December 31, 1999 and
1998, respectively (See Note 14)........................................ 24 18
Additional paid-in capital................................................... 530,638 375,096
</TABLE>
48
<PAGE>
SYNDER COMMUNICATIONS, INC.
(See Note 1)
CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<S> <C> <C>
Deferred compensation........................................................ (2,220) --
Treasury stock, at cost, 4,659 SNC shares and 1,045 Circle.com shares at
December 31, 1999.......................................................... (81,974) --
Accumulated other comprehensive income (loss)................................ (2,434) 1,829
Retained deficit............................................................. (172,592) (19,636)
--------- ---------
Total stockholders' equity.......................................... 271,518 357,378
--------- ---------
Total liabilities and stockholders' equity.......................... $ 786,463 $ 615,614
========= =========
</TABLE>
The accompanying notes are an integral part of this consolidated balance sheet.
49
<PAGE>
SNYDER COMMUNICATIONS, INC.
(See Note 1)
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Net revenues...................................................... $ 638,480 $ 493,803 $ 403,072
Operating expenses:
Cost of services................................................... 437,672 322,980 273,899
Selling, general and administrative expenses....................... 127,898 96,362 93,371
Non-recurring costs................................................ 23,395 39,514 49,222
--------- --------- ---------
Income (loss) from operations.......................................... 49,515 34,947 (13,420)
Interest expense, including amounts to related parties of $500
$541 and $1,491 the years ended 1999, 1998 and 1997, respectively.... (5,795) (1,753) (3,178)
Investment income...................................................... 2,873 3,638 2,944
--------- --------- ---------
Income (loss) from continuing operations before income taxes........... 46,593 36,832 (13,654)
Income tax provision .................................................. 29,495 15,472 2,982
--------- --------- ---------
Income (loss) from continuing operations............................... 17,098 21,360 (16,636)
Income (loss) from discontinued operations (net of income taxes)....... (11,562) 1,446 (10,225)
--------- --------- ---------
Net income (loss).......................................... $ 5,536 $ 22,806 $ (26,861)
========= ========= =========
SNC:
Historical net income (loss) per share (Notes 3 and 14):
Basic net income (loss) per share:
Continuing operations.......................................... $ 0.40 $ 0.31 $ (0.26)
Discontinued operations........................................ (0.16) 0.02 (0.16)
--------- --------- ---------
Total basic net income (loss) per share............................ $ 0.24 $ 0.33 $ (0.42)
========= ========= =========
Diluted net income (loss) per share:
Continuing operations.......................................... $ 0.39 $ 0.30 $ (0.26)
Discontinued operations........................................ (0.16) 0.02 (0.16)
--------- --------- ---------
Total diluted net income (loss) per share.......................... $ 0.23 $ 0.32 $ (0.42)
========= ========= =========
Pro forma net income (loss) per share (unaudited) (Notes 3 and 14)
Basic net income (loss) per share:
Continuing operations.......................................... $ 0.41 $ 0.27 $ (0.29)
========= ========= =========
Diluted net income (loss) per share:
Continuing operations.......................................... $ 0.40 $ 0.26 $ (0.29)
========= ========= =========
Circle.com:
Historical net loss per share (Notes 3 and 14)
Basic and diluted net loss per share............................... $ (0.59) $ -- $ (0.01)
========= ========= =========
Pro forma net income (loss) per share (unaudited) (Notes 3 and 14)
Basic net income (loss) per share.................................. $ (0.59) $ 0.01 $ (0.04)
========= ========= =========
Diluted net income (loss) per share................................ $ (0.59) $ 0.01 $ (0.04)
========= ========= =========
</TABLE>
The accompanying notes are an integral part of this statement of income.
50
<PAGE>
SNYDER COMMUNICATIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(in thousands)
<TABLE>
<CAPTION>
SNC Circle.Com Circle.Com
SNC Common Common Common Additional Retained
Common Stock Stock Stock Par Paid-In Earnings
Stock Shares Par Value Shares Value Capital (Deficit)
------------ --------- ---------- ---------- ----------- ---------
(in thousands, except share data)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996......................... 63,938,000 $ 64 15,984,500 $ 16 $ 58,983 $ 18,907
Distributions and dividends...................... -- -- -- -- -- (8,968)
Net proceeds from stock issuances................ 1,850,000 2 462,500 1 42,710 --
Exercise of stock options and subsidiary stock
appreciation rights............................ 1,789,000 2 447,250 -- 39,179 --
Issuance of shares for purchase of subsidiaries.. 644,000 1 161,000 -- 14,013 --
Foreign currency translation adjustment.......... -- -- -- -- -- --
Unrealized gain on marketable securities......... -- -- -- -- -- --
Purchases and retirements of treasury stock...... (740,000) (1) (185,000) -- (4,241) (151)
Reissuance of treasury stock..................... 105,000 -- 26,250 -- 3,950 --
Release of ESOP shares........................... -- -- -- -- 1,971 --
Reclassification of redeemable ESOP stock........ -- -- -- -- (2,826) --
Recapitalization of certain subsidiaries
acquired in 1998............................... 364,000 -- 91,000 -- 20,827 (1,250)
Capital contribution - acquired subsidiary....... -- -- -- -- 5,503 --
Net loss......................................... -- -- -- -- -- (26,861)
Impact from differing fiscal year end (Note 1) .. -- -- -- -- -- (1,505)
------------ --------- ---------- --------- ---------- --------
Comprehensive loss...............................
Balance, December 31, 1997......................... 67,950,000 68 16,987,500 17 180,069 (19,828)
Distributions and dividends...................... -- -- -- -- -- (7,316)
Net proceeds from secondary stock issuances...... 500,000 -- 125,000 -- 17,329 --
Exercise of stock options and subsidiary stock
appreciation rights........................... 1,094,000 1 273,500 -- 32,259 --
Issuance of shares for purchase of subsidiaries
and property.................................. 1,906,000 2 476,500 1 59,664 --
Foreign currency translation adjustment.......... -- -- -- -- -- --
Unrealized loss on marketable securities......... -- -- -- -- -- --
Purchases and retirements of treasury stock...... (1,152,000) (1) (288,000) -- (2,471) (17,617)
Reissuance of treasury stock..................... 1,064,000 1 266,000 -- 7,065 --
Reclassification of redeemable ESOP stock........ -- -- -- -- -- 2,319
Tax benefit from taxable merger transactions..... -- -- -- -- 76,927 --
Issuance of warrants by acquired subsidiary...... -- -- -- -- 219 --
Shares and options issued by acquired
subsidiaries as compensation.................. 118,000 -- 29,500 -- 4,035 --
Net income....................................... -- -- -- -- -- 22,806
Comprehensive income.............................
<CAPTION>
Accumulated
Other
Deferred Treasury Comprehensive Comprehensive
Compensation Stock Income (Loss) Total Income (Loss)
------------ --------- ------------- ----- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996......................... $ (1,566) (9,543) $ 262 67,123 $ --
Distributions and dividends...................... -- -- -- (8,968) --
Net proceeds from stock issuances................ -- -- -- 42,713 --
Exercise of stock options and subsidiary stock
appreciation rights............................ -- -- -- 39,181 --
Issuance of shares for purchase of subsidiaries.. -- -- -- 14,014 --
Foreign currency translation adjustment.......... -- -- 356 356 356
Unrealized gain on marketable securities......... -- -- 22 22 22
Purchases and retirements of treasury stock...... -- 3,011 -- (1,382) --
Reissuance of treasury stock..................... -- 947 -- 4,897 --
Release of ESOP shares........................... 1,566 -- -- 3,537 --
Reclassification of redeemable ESOP stock........ -- -- -- (2,826) --
Recapitalization of certain subsidiaries
acquired in 1998............................... -- (37,120) -- (17,543) --
Capital contribution - acquired subsidiary....... -- -- -- 5,503 --
Net loss......................................... -- -- -- (26,861) (26,861)
Impact from differing fiscal year end (Note 1) .. -- -- -- (1,505) --
---------- ------- -------- ------ ----------
Comprehensive loss.............................. $(26,483)
==========
Balance, December 31, 1997......................... -- (42,705) 640 118,261 --
Distributions and dividends...................... -- -- -- (7,316) --
Net proceeds from secondary stock issuances...... -- -- -- 17,329 --
Exercise of stock options and subsidiary stock
appreciation rights........................... -- 19 -- 32,279 --
Issuance of shares for purchase of subsidiaries
and property.................................. -- -- -- 59,667 --
Foreign currency translation adjustment.......... -- -- 1,242 1,242 1,242
Unrealized loss on marketable securities......... -- -- (53) (53) (53)
Purchases and retirements of treasury stock...... -- 14,742 -- (5,347) --
Reissuance of treasury stock..................... -- 27,944 -- 35,010 --
Reclassification of redeemable ESOP stock........ -- -- -- 2,319 --
Tax benefit from taxable merger transactions..... -- -- -- 76,927 --
Issuance of warrants by acquired subsidiary...... -- -- -- 219 --
Shares and options issued by acquired
subsidiaries as compensation.................. -- -- -- 4,035 --
Net income....................................... -- -- -- 22,806 22,806
---------- ------- -------- ------ ----------
Comprehensive income............................. 23,995
==========
</TABLE>
The accompanying notes are an integral part of this consolidated statement
of stockholders' equity and comprehensive income.
51
<PAGE>
SNYDER COMMUNICATIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(in thousands)
<TABLE>
<CAPTION>
SNC Circle.com Circle.com
SNC Common Common Common Additional Retained
Common Stock Stock Stock Paid-In Earnings
Stock Shares Par Value Shares Par Value Capital (Deficit)
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998..................... 71,480,000 71 17,870,000 18 375,096 (19,636)
Exercise of stock options.................... 681,000 1 -- -- 16,942 --
Issuance of shares for purchase of
subsidiaries and property.................. 3,573,000 4 5,623,000 6 143,509 --
Foreign currency translation adjustment...... -- -- -- -- -- --
Unrealized loss on marketable securities..... -- -- -- -- -- --
Reclassification of redeemable ESOP stock.... -- -- -- -- -- 2,960
Tax benefit for taxable merger transactions.. -- -- -- -- 972 --
Purchase of treasury stock................... -- -- -- -- -- --
Issuance of restricted stock................. 57,000 -- 167,000 -- 2,399 --
Distributions of Ventiv to stockholders...... -- -- -- -- -- (161,452)
Reissuance of treasury stock................. -- -- -- -- (7,739) --
Loan to employees for purchases of stock..... -- -- -- -- (541) --
Net income................................... -- -- -- -- -- 5,536
------------ ------------ ------------ ------------ ------------ ------------
Balance December 31, 1999...................... $ 75,791,000 $ 76 $ 23,660,000 $ 24 $ 530,638 $ (172,592)
============ ============ ============ ============ ============ ============
<CAPTION>
Accumulated
Other
Comprehensive
Deferred Treasury Income Comprehensive
Compensation Stock (Loss) Total Income (Loss)
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998..................... -- -- 1,829 357,378 --
Exercise of stock options.................... -- 3,823 -- 20,766 --
Issuance of shares for purchase of
subsidiaries and property.................. -- -- -- 143,519 --
Foreign currency translation adjustment...... -- -- (5,525) (5,525) (5,525)
Unrealized loss on marketable securities..... -- -- (7) (7) (7)
Reclassification of redeemable ESOP stock.... -- -- -- 2,960 --
Tax benefit for taxable merger transactions.. -- -- -- 972 --
Purchase of treasury stock................... -- (108,081) -- (108,081) --
Issuance of restricted stock................. (2,220) -- -- 179 --
Distributions of Ventiv to stockholders...... -- -- 1,269 (160,183) 2,260
Reissuance of treasury stock................. -- 22,284 -- 14,545 --
Loan to employees for purchases of stock..... -- -- -- (541) --
Net income .................................. -- -- -- 5,536 5,536
------------ ------------ ------------ ------------ ------------
Balance December 31, 1999...................... $ (2,220) $ (81,974) $ (2,434) $ 271,518 $ 2,264
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this consolidated statement of
stockholders' equity and comprehensive income.
52
<PAGE>
SNYDER COMMUNICATIONS, INC.
(see Note 1)
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities of continuing operations:
Income (loss) from continuing operations.................. $ 17,098 $ 21,360 $ (16,636)
Adjustments to reconcile net income (loss) from
continuing operations to net cash provided by
operating activities of continuing operations:
Depreciation and amortization........................ 28,566 17,527 13,517
Noncash expense for stock issuance................... 14,274 -- --
Noncash expense for restricted stock and option
vesting........................................... 179 1,862 9,097
Noncash ESOP expense................................. -- -- 4,851
Deferred taxes....................................... (645) (13,327) (7,501)
Loss on disposal of assets........................... 2,256 600 3,011
Other noncash amounts................................ (11) (9) 2,114
Changes in assets and liabilities:
Accounts receivable, net............................. (6,719) (1,433) (26,298)
Receivables from pass-through costs.................. (28,735) (8,794) (11,592)
Related party receivables............................ (446) 1,238 776
Unbilled services.................................... 6,351 (7,175) (3,182)
Deposits and other assets............................ (3,185) 2,592 1,065
Other current assets................................. (4,154) 632 1,252
Accrued payroll, accounts payable and
accrued expenses.................................. 41,609 13,577 46,659
Client advances...................................... (1,038) (2,137) --
Unearned revenue..................................... 1,035 (18) 4,652
Impact from differing fiscal year ends............... -- -- (2,761)
----------- ----------- -----------
Net cash provided by operating
activities of continuing operations............... 66,435 26,495 19,024
----------- ----------- -----------
Cash flows from investing activities of continuing
operations:
Purchase of subsidiaries, net of cash acquired............ (15,806) (14,408) (22,518)
Purchase of property and equipment........................ (31,083) (35,654) (18,735)
Proceeds from sale of equipment........................... -- 7 50
Net sales of marketable securities........................ 612 575 5,807
Purchase of intangible assets............................. (7,974) (1,480) (729)
Note and net advances to stockholders of acquired
subsidiaries........................................... -- 942 1,467
Impact from differing fiscal year ends.................... -- -- (446)
----------- ----------- -----------
Net cash used in investing activities of continuing
operations............................................. (54,251) (50,018) (35,104)
----------- ----------- -----------
</TABLE>
53
<PAGE>
SNYDER COMMUNICATIONS, INC.
(see Note 1)
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
The accompanying notes are an integral part of this consolidated statement of
cash flows.
54
<PAGE>
SNYDER COMMUNICATIONS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS - (Continued)
(in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from financing activities of continuing operations:
Repayment of long-term notes payable to limited partners and others........... (70) (1,740) (29,795)
Proceeds from issuance of subordinated debentures due to related parties...... -- -- 425
Loans to employees for purchase of stock...................................... (541) -- --
Distributions and dividends................................................... -- (6,161) (7,755)
Proceeds (repayment) from long-term debt...................................... 47,268 (8,723) 5,902
Redemption of mandatorily redeemable preferred stock.......................... -- -- (6,183)
Net borrowings (repayments) on lines of credit................................ (1,819) (7,595) (1,306)
Payments on capital lease obligations......................................... (1,933) (2,087) (2,102)
Proceeds from exercise of options............................................. 17,683 21,053 25,128
Proceeds from stock issuances................................................. -- 52,339 43,250
Proceeds from employee stock purchase plan.................................... 270 -- --
Purchase and retirement of treasury stock..................................... -- (5,347) (1,382)
Redemption/issuance of stock in connection with recapitalization of
acquired subsidiary......................................................... -- -- (16,769)
Capital contribution--acquired subsidiary..................................... -- -- 5,503
Impact from differing fiscal year ends........................................ -- -- 3,704
----------- ----------- -----------
Net cash provided by financing activities of continuing operations........ 60,858 41,739 18,620
----------- ----------- -----------
Effect of exchange rate changes............................................... (832) 679 383
----------- ----------- -----------
Net increase in cash and equivalents of continuing operations................. 72,210 18,895 2,923
Investments and advances (to) from discontinued operations.................... (30,596) (42,753) 167
Cash and equivalents, beginning of period..................................... 47,931 71,789 68,699
----------- ----------- -----------
Cash and equivalents, end of period........................................... $ 89,545 $ 47,931 $ 71,789
=========== =========== ===========
Disclosure of supplemental cash flow information:
Cash paid for interest including dividends on mandatorily redeemable
preferred stock............................................................. 3,002 2,681 2,667
Cash paid for income taxes.................................................... 29,343 13,811 7,726
Disclosure of noncash activities:
Equipment purchased under capital leases...................................... -- 1,693 817
Issuance of shares of common stock for purchase of subsidiaries............... 143,519 54,443 13,320
Issuance of note for purchase of treasury stock............................... -- 5,242 215
Redemption of common stock in exchange for note payable....................... -- -- 457
Distribution of non-operating assets and distribution payable by Subsidiary... -- 1,155 --
Issuance of common stock related to stock appreciation rights................. -- 3,484 --
Tax benefit from exercise of stock options.................................... 3,083 7,742 5,312
Issuance of common stock for conversion of subsidiary debt.................... -- 1,741 --
Acquisition of property and assumption of debt for common stock............... -- 1,945 --
Issuance of notes for purchase of subsidiary.................................. -- 1,350 --
Tax benefit from taxable merger transactions.................................. 972 76,927 --
Treasury stock acquired through the assumption of debt........................ 108,081 -- --
Distribution of Ventiv Health, Inc. to stockholders........................... 119,727 -- --
Assumption of debt for the acquisition of subsidiaries........................ 23,349 -- --
</TABLE>
The accompanying notes are an integral part of this consolidated statement of
cash flows.
55
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization, Basis of Presentation and Business:
Organization
Snyder Communications, Inc., a Delaware corporation (the "Company"), was
incorporated on June 25, 1996, to continue the business operations of Collegiate
Marketing and Communications, L.P., which was founded in 1988. The Company
completed an initial public offering of its common stock on September 24, 1996
(the "Reorganization"). Snyder Communications provides direct marketing,
advertising and communications services and Internet professional services to
its clients.
On June 22, 1999, the Board of Directors of the Company approved a plan to
effect the distribution (the "Distribution") of the Company's discontinued
healthcare services business which was spun-off to Snyder Communications'
stockholders on September 27, 1999 through a special dividend of one share of
common stock of a newly formed subsidiary, Ventiv Health, Inc., for every three
shares of existing common stock of the Company.
On October 22, 1999, the Company completed a recapitalization (the
"Recapitalization") in which the existing Snyder Communications, Inc. common
stock was replaced by two new series of common stock: the "Circle.com common
stock" and the "SNC common stock". The Circle.com common stock separately tracks
the performance of the Company's Internet professional services business unit,
which it refers to as "Circle.com," and the SNC common stock separately tracks
the performance of the remaining businesses of the Company, which it refers to
as its "SNC" business unit, and a retained interest in Circle.com. Each share of
existing common stock of the Company was converted at the time of the
Recapitalization into one share of SNC common stock and .25 of a share of
Circle.com common stock.
The SNC common stock and the Circle.com common stock constitute common
stock of the Company, and the issuance of these classes of stock did not result
in any transfer of assets or liabilities of the Company or any of its
affiliates. The Company initially issued 80% of the equity value attributed to
Circle.com. The remaining 20% equity value attributed to Circle.com initially
constituted SNC's "retained interest" in Circle.com. The SNC retained interest
decreased to 16.6% at December 31, 1999 as a result of the issuance of
additional shares of Circle.com common stock following the Recapitalization.
This retained interest in Circle.com is represented by a number of shares of
Circle.com common stock that Snyder Communications could issue for the account
of SNC in respect of the retained interest. 17,885,018 Circle.com shares were
issued in the Recapitalization (which was based on the number of Snyder
Communications common shares outstanding on October 22, 1999), 4,471,254 shares
could have been issued to SNC in respect of the retained interest. However, the
retained interest has no voting rights and no actual shares of Circle.com common
stock are outstanding in respect of the retained interest. If any dividends or
distributions are made on the Circle.com common stock, a portion of the
dividends or distributions equal to the percentage of Circle.com's equity value
represented by this retained interest will be retained by Snyder Communications
for the benefit of the holders of the SNC common stock. These amounts may be
used in the SNC business or distributed as dividends on the SNC common stock.
The percentage of Circle.com's equity value represented by the retained
interest will change in the future if the total number of outstanding shares of
Circle.com common stock changes or if transfers of cash or other property
between SNC and Circle.com occur that are accounted for as either capital
contributions to Circle.com or as a return of capital by Circle.com. For
example, if the number of outstanding shares of Circle.com common stock
increases, or if a transfer of cash or other property from Circle.com to SNC
occurs that is accounted for as a return of capital to SNC, the retained
interest will be reduced. Conversely, if the number of outstanding shares of
Circle.com common stock decreases, or if a transfer of cash or other property
from SNC to Circle.com occurs that is accounted for as a capital contribution to
Circle.com, the
56
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
retained interest will be increased. Adjustments to the retained interest based
on transfers of cash or other property between the groups will be made based on
the market value of the Circle.com common stock on the date of the transfer.
There is no maximum or minimum limitation on the size of SNC's retained interest
in Circle.com.
Under the terms of the Recapitalization, holders of SNC common stock and
Circle.com common stock generally do not have stockholder rights specific to
their corresponding groups. Instead, holders have customary stockholder rights
relating to Snyder Communications as a whole. If Snyder Communications sells all
or substantially all of the assets attributed to Circle.com, Snyder
Communications must either: (1) pay a dividend to holders of Circle.com common
stock equal to a proportionate interest in the net proceeds of that sale; (2)
redeem outstanding shares of Circle.com from their holders for an amount equal
to a proportionate interest in the net proceeds of that sale; or (3) issue SNC
common stock in exchange for outstanding Circle.com common stock at a 10%
premium to the value of the Circle.com common stock being exchanged. Snyder
Communications will not be required to do any of the above if: (1) the sale is
in connection with the liquidation of Snyder Communications; (2) the sale is a
spin-off of Circle.com to the holders of Circle.com common stock; (3) the sale
is to a person or entity controlled by Snyder Communications; or (4) the sale
results in Snyder Communications receiving primarily equity securities of any
entity that acquires the assets and is primarily engaged in a business similar
or complementary to the business engaged in by Circle.com.
At any time, Snyder Communications may convert the Circle.com common stock
into SNC common stock at a premium. If there are adverse U.S. federal income tax
law developments, Snyder Communications may convert the Circle.com common stock
and SNC common stock without any premium. Snyder Communications may redeem this
stock for stock of one of the subsidiaries that holds all of the assets and
liabilities attributed to Circle.com. Holders will share assets remaining for
distribution to holders of common stock on a per share basis in proportion to
the liquidation units per share.
The amended and restated certificate of incorporation of Snyder
Communications, Inc. permits Snyder Communications to pay dividends on the SNC
common stock out of assets of Snyder Communications legally available for the
payment of dividends under Delaware law, but the total amount paid as dividends
cannot exceed the available dividend amount for SNC.
The amended and restated certificate of incorporation also permits Snyder
Communications to pay dividends on Circle.com common stock, and to transfer
corresponding amounts to SNC in respect of its retained interest in Circle.com,
out of the assets legally available for payment of dividends under Delaware law.
However, the total amount paid as dividends, plus the corresponding amounts
transferred to SNC in respect of SNC's retained interest in Circle.com, cannot
exceed the available dividend amount for Circle.com. The amended and restated
certificate of incorporation provides that the available dividend amount for SNC
and Circle.com, respectively, at any time is the amount that would then be
legally available for payment of dividends on SNC common stock and Circle.com
common stock under Delaware law as if SNC were a separate Delaware corporation
and Circle.com were a separate Delaware corporation. The amount legally
available for payment of dividends is generally limited to the total assets of
the corporation less its total liabilities less the aggregate par value of the
outstanding shares of its common stock and preferred stock. At the time of any
dividend on the outstanding shares of Circle.com common stock, SNC will be
credited, and Circle.com will be charged, a corresponding amount in respect of
SNC's retained interest in Circle.com.
Basis of Presentation
Throughout 1998 and 1997, the Company completed acquisitions that were
accounted for as poolings of interests for financial reporting purposes. The
accompanying consolidated financial statements have been retroactively restated
to reflect the pooling of interests transactions. During 1999, 1998 and 1997,
the Company also made several acquisitions that have been accounted for as
purchase business combinations.
57
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The entities with which the Company has entered into mergers accounted for as
poolings of interests for financial reporting purposes will be collectively
referred to as the "Pooled Entities," and their mergers will be referred to
herein as the "Acquisitions." The accompanying consolidated financial statements
have been retroactively restated to reflect the combined financial position and
combined results of operations and cash flows of the Company and the Pooled
Entities, after elimination of all significant intercompany transactions, for
all periods presented, giving effect to the Acquisitions as if they had occurred
at the beginning of the earliest period presented. Prior to its merger with the
Company in July 1997, American List Corporation utilized a February 28 fiscal
year end. Concurrent with the merger, American List Corporation changed its
fiscal year end to December 31. The accompanying consolidated statements of
income, stockholders' equity and comprehensive income and cash flows for the
year ended December 31, 1997 reflect the combination of the American List
Corporation statements of income, stockholders' equity and comprehensive income
and cash flows beginning March 1, 1997. Certain amounts previously presented
have been reclassified to conform to the December 31, 1999 presentation. The
consolidated balance sheets for all periods presented give effect to the
conversion of the shares of the Pooled Entities' common stock into 19,643,112
shares of SNC's common stock and 4,910,778 shares of Circle.com common stock.
Discontinued Operations
The Company's consolidated financial statements reflect the net assets and
operating results of the healthcare services business, which was spun off to
Snyder Communications' shareholders on September 27, 1999, as discontinued
operations (see Note 15). The net current and long-term assets of the healthcare
services business have been separately presented in the accompanying
consolidated balance sheet for 1998. The healthcare services operating results
up to the date of the spin-off are reflected in the accompanying consolidated
statement of income as income (loss) from discontinued operations. The
accompanying notes, except Note 15, relate only to the continuing operations of
the Company.
Business
The Company provides fully integrated marketing solutions for its clients
and characterizes its service offerings into two types: direct marketing,
advertising and communications services and Internet professional services. The
direct marketing, advertising and communications services are provided by SNC
through its Brann Worldwide, Bounty SCA Worldwide and Arnold Communications
networks. The Internet professional services are provided by Circle.com. During
1998, the Company issued 8,604,293 shares of SNC common stock and 2,151,073
shares of Circle.com common stock and during 1997, the Company issued 10,414,888
shares of SNC common stock and 2,603,722 shares of Circle.com common stock in
pooling of interests transactions with companies in the direct marketing,
advertising and communications industry. Of the total SNC and Circle.com common
stock shares issued in pooling of interests transactions, 6,545,928 SNC shares
and 1,636,483 Circle.com shares were to companies that operate through Brann
Worldwide, 8,983,714 SNC shares and 2,245,929 Circle.com shares were to
companies that operate through Bounty SCA Worldwide and 3,489,539 SNC shares and
872,385 Circle.com shares were to companies that operate through Arnold
Communications. The Company's operations are conducted throughout the United
States, the United Kingdom and continental Europe.
The following details revenues and net income (loss) from continuing operations
for each of the years ended December 31, 1999, 1998 and 1997, of the Company and
the Pooled Entities through the dates of their respective Acquisitions:
58
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
For the Years Ended December 31,
-------------------------------
1999 1998 1997
-------- -------- --------
(in thousands)
Revenues:
The Company................................ $638,480 $402,688 $160,783
Pooled Entities............................ -- 91,115 242,289
-------- -------- --------
$638,480 $493,803 $403,072
======== ======== ========
Net income (loss) from continuing operations:
The Company................................ $ 17,098 $ 32,206 $ 5,589
Pooled Entities............................ -- (10,846) (22,225)
-------- -------- --------
$ 17,098 $ 21,360 $(16,636)
======== ======== ========
During 1998, the Company completed several purchase business combinations
for total consideration paid of approximately $5.6 million (152,411 shares of
Snyder common stock and $438,750 in cash). Based upon an allocation of purchase
consideration, these purchase business combinations have resulted in additional
goodwill of approximately $6.6 million.
During 1999, the Company completed several purchase business combinations
including Media Syndication Global ("MSG") (March 30, 1999), Broadwell Marketing
Group ("Broadwell") (May 21, 1999), Natural Intelligence, Inc. ("Natural
Intelligence") (June 24, 1999), Tsunami Consulting Group, Inc. ("Tsunami") (June
25, 1999), Interactive Bureau (October 29, 1999) and NetMarquee (December 2,
1999) for total consideration paid of approximately $155.8 million (2,882,250
shares of Snyder common stock, 4,555,217 shares of Circle.com common stock
and $31.3 million of cash). These purchase business combinations have resulted
in additional goodwill of $158.7 million.
The following table presents pro forma financial information as if the 1999
and 1998 purchase business combinations had been consummated at the beginning of
each of the periods presented and all of the Company's operations had been taxed
as a C corporation. The Company's other purchase business combinations are
immaterial to the consolidated financial statements.
For the Years Ended
December 31,
--------------------------
(unaudited)
(in thousand)
1999 1998
------------ ------------
Pro forma revenues................................ $671,946 $574,368
Pro forma net income ............................. $ 7,075 $ 21,793
Business Considerations
There are important risks associated with the Company's business and
financial results. These risks include (i) the Company's reliance on significant
clients (see Note 2); (ii) the Company's ability to sustain and manage future
growth; (iii) the Company's ability to manage and successfully integrate the
businesses it has acquired and may acquire in the future; (iv) the Company's
ability to successfully manage its international operations; (v) the potential
adverse effects of fluctuations in foreign exchange rates; (vi) the Company's
dependence on industry trends toward outsourcing of marketing services; (vii)
the risks associated with the Company's reliance on technology and the risk of
business interruption resulting from a
59
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
temporary or permanent loss of such technology; (viii) the entrance of new
competitors with greater resources than the Company; (ix) the Company's ability
to recruit and retain qualified personnel; and (x) the dependence of the
Company's success on its executive officers and other key employees, in
particular, its Chairman of the Board of Directors and Chief Executive Officer.
2. Significant Clients:
The Company had no clients that represented more than 7.0% of the Company's
total revenues for the year ended December 31, 1999, one client that represented
10.4% of the Company's total revenues for the year ended December 31, 1998 and
one client that represented 15.6% of the Company's total revenues for the year
ended December 31, 1997.
3. Summary of Significant Accounting Policies:
Cash and Equivalents
Cash and equivalents are comprised principally of amounts in operating
accounts, money market investments and other short-term instruments, stated at
cost, which approximates market value, with original maturities of three months
or less.
Marketable Securities
The Company's investments are classified into two categories. Those
securities classified as "available-for-sale" are reported at market value. Debt
securities consisting of state and municipal bonds are classified as
"held-to-maturity" and are reported at amortized cost. Cost is determined using
the specific identification method. Unrealized gains and losses from securities
"available-for-sale" are reported as a separate component of equity and
comprehensive income.
Receivables From Pass-Through Costs
Receivables from pass-through costs relate to services purchased from third
parties, on behalf of clients, for which no revenue is recorded.
Property and Equipment
Property and equipment is stated at cost. The Company depreciates
furniture, fixtures and office and telephone equipment on a straight-line basis
over three to ten years; computer equipment over two to five years and buildings
over forty years. Leasehold improvements are amortized on a straight-line basis
over the shorter of the term of the lease or the estimated useful lives of the
improvements.
When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts, and any gain or
loss is reflected in income.
Revenue Recognition
SNC--SNC provides direct marketing, advertising and communications services
for its clients, including database management, creative design, direct response
marketing, WallBoard(R) information displays, sampling programs, print
production, field sales, teleservices, advertising, public relations and media
placements. Revenues are recognized as services are rendered in accordance with
the terms of the contracts. Certain of these contracts provide for payments
based on accepted customers and the type of service purchased by the customer.
Revenues related to these sales are recognized on the date the
60
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
application for service is accepted by the Company's clients. At this point, the
Company has no further performance obligation related to the submitted customer
and is contractually entitled to payment. Revenues from the sale of lists are
recognized upon the shipment to customers of lists on computerized labels,
magnetic tape or computer diskettes for a one-time usage. Additional billings
are made by the Company for additional usage by the customers. Certain of the
contracts include media, postage and other pass-through costs purchased by the
Company on behalf of its clients. For these contracts, the Company records as
revenue the net billings to its clients.
Circle.com--Revenues from Internet professional services are recognized
based on the nature of the contract. Revenues from fixed price contracts are
recognized using the proportional performance method based on the ratio of costs
incurred to total estimated costs. Revenue from time-and-materials contracts are
recognized as time and expenses are incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.
Unbilled receivables represent amounts due from customers for services
performed but not yet billed. Unearned revenue represents revenue collected in
advance that is not earned and will be recognized in future periods as it is
earned through the performance of services. Client advances represent deposits
or funds received in advance from clients for payments to be made to third
parties on behalf of clients.
Goodwill and Other Intangible Assets
Goodwill equal to the fair value of consideration paid in excess of the
fair value of net assets purchased has been recorded in conjunction with several
of the Company's purchase business combinations and is being amortized on a
straight-line basis over periods of four to thirty years.
The costs of customer lists that were acquired in conjunction with certain
of the Company's purchase business combinations are amortized on a straight-line
basis over seven years. The contractual covenants are amortized over the term of
the related agreements, which is two to five years.
Costs of purchased lists are amortized on a straight-line basis over their
estimated useful lives, generally one to five years. The Company determines the
useful lives of its lists based upon the estimated period of time such lists are
marketable. The Company periodically reviews the marketability of its lists and,
accordingly, their respective estimated useful lives.
The costs of licenses to use, reproduce and distribute lists are amortized
on a straight-line basis over the term of the related license agreement.
When conditions or events occur that management believes might indicate
that the goodwill or any other intangible asset is impaired, an analysis of
estimated future undiscounted cash flows is undertaken to determine if any write
down in the carrying value of the asset is required.
Income Taxes
Prior to their merger with the Company, certain of the U.S.-based Pooled
Entities were treated as S corporations or limited liability companies for
income tax purposes. Accordingly, no provision for federal or state income
taxes, except in certain states that do not recognize S corporations or limited
liability companies, has been made for these entities through the date of their
mergers with the Company in the accompanying consolidated financial statements.
The Company's subsidiaries with operations in the U.K. and continental
Europe pay taxes in their respective countries, on a corporate level similar to
a Corporation in the U.S.
61
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
Unaudited Pro Forma Income (Loss) Data
The unaudited pro forma net income (loss) amounts include a provision for
federal and state income taxes as if the Company had been a taxable C
corporation for all periods presented. The shares used in computing pro forma
net income (loss) per share assume that the Reorganization and the Acquisitions
had occurred at the beginning of each of the periods presented, reflect the
issuance of additional shares as a result of issuances of stock, the exercise of
stock options, and the repurchase of outstanding shares by certain subsidiaries
of the Company prior to their mergers with the Company. The pro forma income tax
rate on the Company's recurring operations reflects the combined federal, state
and foreign income taxes of approximately 61.1%, 49.2% and (40.55)%, for the
years ended December 31, 1999, 1998 and 1997, respectively.
The table below presents this pro forma calculation of net income (loss):
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
1999 1998 1997
---------- --------- --------
(in thousands)
<S> <C> <C> <C>
Pro forma net income (loss) data (unaudited):
Historical income (loss) from continuing operations
Before income taxes.................................. $ 46,593 $ 36,832 $(13,654)
Pro forma provision for income taxes.................... (28,462) (18,133) (5,537)
--------- --------- --------
Pro forma income (loss) from continuing operations...... $ 18,131 $ 18,699 $(19,191)
========= ========= ========
</TABLE>
Net Income (Loss) Per Share
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS No. 128") has been applied to all periods presented in these financial
statements. SFAS No. 128 requires disclosure of basic and diluted EPS. Basic EPS
is computed by dividing reported earnings available to common stockholders by
the weighted average number of shares outstanding without consideration of
common stock equivalents and other potentially dilutive securities. Diluted EPS
gives effect to common stock equivalents and other potentially dilutive
securities outstanding during the period.
Upon effectiveness of the Recapitalization on October 22, 1999, Snyder
Communications no longer presents a single earnings per share of common stock
for any period in the consolidated financial statements as Snyder Communications
shares are no longer outstanding. Earnings per share of common stock is
presented separately for SNC common stock and Circle.com common stock using the
two-class method in accordance with SFAS No. 128. The two-class method is an
earnings allocation formula that determines the earnings per share for each
class of common stock according to participation rights in undistributed
earnings. For SNC common stock, earnings per share is calculated using earnings
applicable to the SNC common stockholders, which includes SNC's retained
interest in Circle.com. For Circle.com common stock, earnings per share is
calculated using earnings applicable to Circle.com, which excludes earnings
allocable to SNC's retained interest.
SNC Net Income (Loss) Per Share. For all periods presented, basic EPS has
been computed using the shares of SNC common stock that would have been
outstanding in all prior periods assuming the Recapitalization of Snyder
Communications common stock into SNC common stock and Circle.com common stock
occurred at the earliest date presented in accordance with SFAS No. 128. The
shares of SNC common stock used to calculate basic EPS in the fourth quarter of
1999 is based on a conversion of
62
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
Snyder Communications common stock into SNC common stock from October 1, 1999
through the date of the Recapitalization and the actual SNC common stock
activity from the date of the Recapitalization through the end of the year. For
all periods presented, diluted EPS has been computed using the incentive stock
options, nonqualified stock options, restricted stock awards and stock
appreciation rights of SNC that would have been outstanding in all prior periods
assuming the Recapitalization of Snyder Communications occurred at the earliest
date presented in accordance with SFAS No. 128. Earnings per share is calculated
using 100% of the income from continuing operations, discontinued operations and
net income of SNC as well as SNC's retained interest in Circle.com. The
following table summarizes the information required to calculate earnings per
share for SNC for all periods presented:
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------
1999 1998 1997
---------- ---------- ----------
(in thousands)
<S> <C> <C> <C>
SNC income (loss) from continuing operations............ $ 31,488 $ 21,362 $(16,506)
Loss related to retained interest in Circle.com......... (2,739) -- (26)
--------- --------- --------
28,749 21,362 (16,532)
--------- --------- --------
SNC income (loss) from discontinued operations.......... (11,562) 1,446 (10,225)
--------- --------- --------
SNC net income (loss) .................................. $ 17,187 $ 22,808 $(26,757)
========= ========= ========
</TABLE>
Circle.com Net Loss Per Share. For all periods presented, basic EPS has
been computed using the shares of Circle.com common stock that would have been
outstanding in all prior periods assuming the Recapitalization of Snyder
Communications common stock into SNC common stock and Circle.com common stock
occurred as the earliest date presented in accordance with SFAS No. 128. The
shares of Circle.com common stock used to calculate basic EPS in the fourth
quarter of 1999 is based on a conversion of Snyder Communications common stock
into Circle.com common stock from October 1, 1999 through the date of the
Recapitalization and the actual Circle.com common stock activity from the date
of the Recapitalization through the end of the year. The outstanding shares of
Circle.com do not include any shares attributable to SNC's retained interest.
Earnings per share is computed using the net loss attributable to the
stockholders of Circle.com. The following table summarizes the information
required to calculate earnings per share for Circle.com for all periods
presented:
<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------
1999 1998 1997
--------- --------- ------------
(in thousands)
<S> <C> <C> <C>
Circle.com net loss..................................... $(14,390) $ (2) $ (130)
Income attributable to SNC's retained interest.......... 2,739 -- 26
-------- -------- ----------
$(11,651) $ (2) $ (104)
======== ======== ===========
</TABLE>
Pro Forma SNC Net Income (Loss) Per Share. The unaudited pro forma net
income (loss) amounts include a provision for federal and state income taxes as
if SNC had been a taxable C corporation for all periods presented. For all
periods presented, basic EPS has been computed using the shares of SNC common
stock that would have been outstanding in all prior periods assuming the
Recapitalization of Snyder Communications common stock into SNC common stock and
Circle.com common stock occurred as of the earliest date presented in accordance
with SFAS No. 128. The shares of SNC common stock and Circle.com common stock
used to calculate basic EPS in the fourth quarter of 1999 is based on a
conversion of Snyder Communications common stock into SNC common stock from
October 1, 1999 through the date of the Recapitalization and the actual SNC
common stock activity from the date of the Recapitalization through the end of
the year. For all periods presented, diluted EPS has been computed using the
incentive stock options, nonqualified stock options, restricted stock awards and
stock appreciation rights of SNC that would have been outstanding in all prior
periods assuming the Recapitalization of
63
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
Snyder Communications occurred at the earliest date presented in accordance with
SFAS No. 128. Pro forma earnings per share is calculated using 100% of the pro
forma income from continuing operations and pro forma net income of SNC as well
as SNC's retained interest in Circle.com. The following table summarizes the
information required to calculate pro forma earnings per share for SNC for all
periods presented:
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1999 1998 1997
---------- --------- ---------
(in thousands)
<S> <C> <C> <C>
SNC pro forma income (loss) from continuing operations.. $ 32,521 $ 18,576 $ (18,450)
Pro forma income (loss) related to retained interest in
Circle.com.......................................... (2,739) 25 (148)
--------- --------- ---------
$ 29,782 $ 18,601 $ (18,598)
========= ========= =========
</TABLE>
Pro Forma Circle.com Net Income (Loss) Per Share: The unaudited pro
forma net income (loss) amounts include a provision for federal and state income
taxes as if Circle.com had been a taxable C corporation for all periods
presented. For all periods presented, basic EPS has been computed using the
shares of Circle.com common stock that would have been outstanding in all prior
periods assuming the Recapitalization of Snyder Communications common stock into
SNC common stock and Circle.com common stock occurred as of the earliest date
presented in accordance with SFAS No. 128. The shares of Circle.com common stock
used to calculate basic EPS in the fourth quarter of 1999 is based on a
conversion of Snyder Communications common stock into Circle.com common stock
from October 1, 1999 through the date of the Recapitalization and the actual
Circle.com common stock activity from the date of the Recapitalization through
the end of the year. For all periods presented, diluted EPS has been computed
using the incentive stock options, nonqualified stock options, restricted stock
awards and stock appreciation rights of Circle.com that would have been
outstanding in all prior periods assuming the Recapitalization of Snyder
Communications occurred at the earliest date presented in accordance with SFAS
No. 128. The outstanding shares of Circle.com do not include any shares
attributable to SNC's retained interest. Earnings per share is computed using
the pro forma net income (loss) allocable to the stockholders of Circle.com.
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1999 1998 1997
---------- ----------- --------
(in thousands)
<S> <C> <C> <C>
Circle.com pro forma net income (loss).................. $(14,390) $ 123 $ (741)
Pro forma income (loss) attributable to SNC's retained
interest........................................... (2,739) 25 (148)
--------- ----------- -------
$(11,651) $ 98 (593)
======== =========== =======
</TABLE>
Accounting for Stock Options
The Company accounts for its stock-based compensation plan using the
intrinsic value based method in accordance with the provisions of APB Opinion
No. 25, "Accounting for Stock Issued to Employees." Pro forma disclosure of net
income, calculated as if SNC and Circle.com accounted for their stock-based
compensation plan using the fair value based method in accordance with the
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123"), is detailed below.
64
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
SNC
The fair value of each option grant is estimated on the date of grant using
a Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1999 and 1998: risk free interest rate of 6.36%
and 4.56%, expected dividend yield of zero, expected life of 4 years and
expected volatility of 30.0% and 20.0%.
The weighted average option fair value on the grant date was $4.95 for
options issued during the year ended December 31, 1999.
Circle.com
The fair value of each option grant is estimated on the date of grant using
a Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1999 and 1998: risk free interest rate of 6.36%
and 4.56%, expected dividend yield of zero, expected life of 4 years and
expected volatility of 117.0% and 58.0%.
The weighted average option fair value on the grant date was $10.55 for
options issued during the year ended December 31, 1999.
If the Company had recorded compensation expense using the fair value based
method prescribed by SFAS No. 123, the Company's 1999 and 1998 pro forma net
income, which reflects a pro forma adjustment for income taxes, would have been
reduced to the following as adjusted amounts:
As of December 31,
----------------------
1999 1998
----------- ----------
(in thousands)
Pro forma net income (loss):
As reported............. 18,131 $ 18,699
As adjusted............. (3,026) 9,235
Foreign Currency Translations
Assets and liabilities of the Company's international subsidiaries are
translated using the exchange rate in effect at the balance sheet date. Revenue
and expense accounts for these subsidiaries are translated using the average
exchange rate during the period. Foreign currency translation adjustments are
disclosed as a separate component of equity and comprehensive income.
Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of the fair value of certain financial instruments. For
purposes of this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current transaction
between willing parties. Cash and equivalents, accounts receivable, unbilled
services, accounts payable and related party borrowings approximates fair value
because of the relatively short maturity of these instruments. Long-term debt
approximates fair value as the majority of this debt has a variable interest
rate.
65
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
Concentration of credit risk is limited to cash and equivalents, marketable
securities, accounts receivable and unbilled services. The Company places its
investments in highly rated financial institutions, U.S. Treasury bills,
investment grade short-term debt instruments and state and local municipalities,
while limiting the amount of credit exposure to any one entity. The Company's
receivables are concentrated with customers in the telecommunications and
consumer packaged goods industries. The Company does not require collateral or
other security to support clients' receivables.
New Accounting Pronouncements
During 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS No. 128") and has applied its
provisions to all periods presented in these financial statements. SFAS No. 128
requires primary earnings per share ("EPS") to be replaced with basic EPS. Basic
EPS is computed by dividing reported earnings available to common stockholders
by the weighted average number of shares outstanding without consideration of
common stock equivalents or other potentially dilutive securities. Diluted EPS
gives effect to common stock equivalents and other potentially dilutive
securities outstanding during the period.
During 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"), and the
accompanying consolidated financial statements have been restated to conform to
the SFAS No. 130 requirements. Included within accumulated other comprehensive
income are the cumulative amounts for foreign currency translation adjustments
and unrealized gains and losses on marketable securities. The cumulative foreign
currency translation adjustment was a $2.4 million loss and a $1.8 million gain
as of December 31, 1999 and 1998, respectively. The cumulative unrealized gain
on marketable securities was $4,000 and $11,000 as of December 31, 1999 and
1998, respectively.
During 1998, the Company adopted Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" ("SFAS No. 131"). The disclosures required by SFAS No. 131 are
disclosed in Note 19. SNC's networks provide services used to develop and
deliver messages to both broad and targeted audiences through a wide range of
communications channels. The operations within SNC's networks exhibit similar
economic characteristics driven from their consistent efforts to build brands
and increase market penetration for their clients. These operations are reported
as one operating segment. Circle.com provides Internet professional services.
The Circle.com common stock is intended to separately track the performance of
Circle.com. Therefore, Circle.com is reported as an operating segment.
During 1998, the Company adopted Statement of Financial Accounting
Standards No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits" ( "SFAS No. 132 "). The disclosures required by SFAS
No. 132 are provided in Note 13.
During 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). This statement was
originally effective for all fiscal quarters of fiscal years beginning after
June 15, 1999; however, during the second quarter of 1999 the FASB deferred the
effective date. The Company believes that the adoption of SFAS No. 133 will not
have a significant impact on its consolidated financial statements.
66
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
4. Marketable Securities:
The amortized cost, unrealized gains and losses, and market values of the
Company's held-to-maturity and available-for-sale securities are summarized as
follows (in thousands):
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ------
<S> <C> <C> <C> <C>
December 31, 1999
Available for sale:
Equity securities .......................................... $ 5 $ 4 $ -- $ 9
========= ========== =========== ======
December 31, 1998
Held to maturity, maturing in less than one year:
State and municipal bonds................................... $ 6 $ -- $ -- $ 6
========= ========== =========== ======
Available for sale:
Equity securities .......................................... $ 104 $ -- $ (14) $ 90
Government income securities................................ 555 -- (39) 516
--------- ---------- ----------- ------
$ 659 $ -- $ (53) $ 606
========= ========== =========== ======
</TABLE>
5. Property and Equipment:
Property and equipment consist of the following:
<TABLE>
<CAPTION>
As of December 31,
--------------------
1999 1998
--------- --------
(in thousands)
<S> <C> <C>
Buildings and leasehold improvements.................. $ 43,181 $ 49,871
Computers and equipment............................... 65,364 55,253
Furniture and fixtures................................ 38,613 12,999
-------- --------
147,158 118,123
Accumulated depreciation.............................. (61,917) (47,756)
-------- --------
$ 85,241 $ 70,367
======== ========
</TABLE>
Depreciation expense totaled $17.0 million, $12.8 million and $10.5 million
in 1999, 1998 and 1997, respectively.
6. Goodwill and Other Intangible Assets:
Goodwill and other intangible assets consist of the following:
<TABLE>
<CAPTION>
As of December 31,
----------------------
1999 1998
------- ------
(in thousands)
<S> <C> <C>
Goodwill.................................... $243,982 $68,877
Costs of lists and contractual covenant..... 12,571 15,661
License agreements.......................... 3,253 2,284
-------- -------
259,806 86,822
Accumulated amortization.................... (18,903) (14,534)
-------- -------
$240,903 $72,288
======== =======
</TABLE>
67
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
Goodwill arose from purchase acquisitions at certain of the Pooled Entities
prior to their respective mergers with the Company and from the Company's 1999,
1998 and 1997 purchase business combinations.
Amortization expense of goodwill and other intangible assets totaled $11.5
million, $4.7 million and $3.0 million in 1999, 1998 and 1997, respectively.
7. Debt:
Long-Term Borrowings
Long-term borrowings consist of the following:
<TABLE>
<CAPTION>
As of December 31,
-------------------
1999 1998
------- ------
(in thousands)
<S> <C> <C>
Notes, principally acquisition related, 7%-8%, due January
2000 and 2002............................................................. $ 1,488 $ 1,297
Belgian bank debt, 6.6% weighted average rate, due various dates
through March 31, 2002.................................................... 73 346
Obligations under license agreement, 7.25% imputed rate.................... -- 1,058
Other...................................................................... 21 --
------- --------
1,582 2,701
Current maturities of long-term borrowings................................. (551) (1,085)
------- --------
$ 1,031 $ 1,616
======= ========
</TABLE>
In addition to the debt listed above, approximately $4.5 million in debt
with a weighted average interest rate of 8.6%, primarily classified as current
as of December 31, 1996, was paid in full during 1997.
Both foreign and domestic term debt from banking and financing institutions
is secured by the assets of those subsidiaries.
Future minimum payments as of December 31, 1999, on long-term borrowings,
excluding capital leases, are as follows (in thousands):
2000 ......................... $ 551
2001 ......................... 429
2002 ......................... 373
2003 ......................... 110
2004 ......................... 119
--------
Total...................... $ 1,582
========
68
<PAGE>
SYNDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)
Related Party Borrowings
Related party borrowings consist of the following:
<TABLE>
<CAPTION>
As of December 31,
---------------------
1999 1998
---------- ---------
(in thousands)
<S> <C> <C>
Note payable, acquisition related, 7%, due September 30, 2002.................... $ 7,381 $ 7,504
Note payable, acquisition related, 5% for first two years and 7% during third
year, due February 18, 2001................................................... 1,350 1,420
--------- --------
8,731 8,924
Current maturities of related party borrowings................................... -- --
--------- --------
$ 8,731 $ 8,924
========= ========
</TABLE>
In addition to the debt listed above, approximately $10.6 million in
related party debt with a weighted average interest rate of 8.3% and with
maturities that extended to 2008 was paid in full during 1997.
Lines of Credit
Lines of credit consist of the following:
<TABLE>
<CAPTION>
As of December 31,
-----------------------
1999 1998
---------- ---------
(in thousands)
<S> <C> <C>
U.S. bank line of credit, prime rate plus 0.5% (9% at December 31, 1999), $2.3
million maximum borrowing limit, maturing January 1, 2000.................. $ 192 $ 1,825
Belgian bank line of credit, 3.9% interest rate, $31.5 million BEF maximum
borrowing limit (approximately $785,000 at December 31,
1999) renewable monthly.................................................... 778 --
U.S. bank line of credit, prime rate or LIBOR plus a margin ranging from
0.875% to 1.875% (average weighted interest rate of 7.725% at December 31,
1999), $195 million maximum borrowing limit, maturing August 27, 2003...... 180,000 --
-------- --------
180,970 1,825
Current maturities of lines of credit......................................... (970) (1,825)
-------- --------
$180,000 $ --
======== ========
</TABLE>
In addition to the above lines of credit, one subsidiary maintains an
unsecured line of credit that is used exclusively for the issuance of letters of
credit. The facility has a $10 million maximum limit that is guaranteed by
Snyder Communications, Inc. Letters of credit totaling $8.6 million are
currently outstanding under the agreement, which expires on December 31, 2003.
The Company maintains various lines of credit with banking and financial
institutions, requiring the consolidated group to meet restrictive covenants
concerning net worth and debt service coverage. In aggregate, the Company had
lines of credit available for $208.1 million with interest rates ranging from
3.9% to 9.0% at December 31, 1999.
8. Capital Stock:
On October 22, 1999, the Company completed a recapitalization in which all
outstanding shares of Snyder Communications Commoncommon stock were replaced
with one share of SNC common stock and 0.25 of a share of Circle.com common
stock. All historic periods in the accompanying consolidated
69
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Balance Sheet and Statement of Stockholders' Equity and Comprehensive Income
have been restated as though the Recapitalization had occurred at the beginning
of the earliest period presented. The Company's amended and restated Certificate
of Incorporation provides for the issuance of up to 320 million shares of SNC
common stock and up to 80 million shares of Circle.com common stock.
On May 21, 1998, the Company completed the public offering of 7,068,006
shares of Snyder Communications Commoncommon stock, par value $0.001 per share,
at an offering price of $42.00 per share. The offering included 500,064 newly
issued shares of common stock sold by the Company and 6,567,942 previously
outstanding shares of common stock sold by selling stockholders. The Company
received net proceeds of approximately $17.3 million from the offering, net of
offering costs. The Company did not receive any proceeds from the sale of shares
of common stock in the offering by the selling stockholders.
On September 24, 1997, the Company completed the public offering of
8,776,334 shares of Snyder Communications Commoncommon stock, par value $0.001
per share, at an offering price of $25.8125 per share. The offering included
1,850,000 newly issued shares of common stock sold by the Company and 6,926,334
previously outstanding shares of common stock sold by selling stockholders. The
Company received net proceeds of approximately $42.7 million from the offering,
net of offering costs. The Company did not receive any proceeds from the sale of
shares of common stock in the offering by the selling stockholders.
9. Income Taxes:
The Company's income tax provision includes the following components:
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
1999 1998 1997
--------- --------- --------
(in thousands)
<S> <C> <C> <C>
Current:
U.S.--Federal....................................... $ 16,345 $ 11,371 $ 4,719
U.S.--State and city................................ 3,729 2,837 2,323
Foreign............................................. 2,729 6,778 2,299
--------- --------- --------
22,803 20,986 9,341
--------- --------- --------
Deferred:
U.S.--Federal....................................... 5,602 (5,496) (4,509)
U.S.--State and city................................ 1,284 (1,429) (1,224)
Foreign............................................. (194) 1,411 (626)
--------- --------- --------
6,692 (5,514) (6,359)
--------- --------- --------
Income tax provision................................ $ 29,495 $ 15,472 $ 2,982
========= ========= ========
</TABLE>
70
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The provision for taxes on income from continuing operations differs from
the amount computed by applying the U.S. federal income tax rate as a result of
the following:
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
1999 1998 1997
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Taxes at statutory U.S. federal income tax rate................... 35.00% 35.00% 35.00%
Income taxed directly to owners................................... 2.21 (7.22) 18.11
State and city income taxes, net of federal tax benefit........... 6.25 4.11 (9.76)
Foreign tax rate differential..................................... (12.71) (9.36) 10.28
Dividends on mandatorily redeemable preferred stock............... -- -- (1.23)
Goodwill amortization............................................. 6.21 0.76 (1.04)
Acquisition costs and other permanent differences................. 26.33 18.72 (73.20)
----- ----- -----
Effective tax rate................................................ 63.29% 42.01% (21.84)%
===== ===== =====
</TABLE>
Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities. As of December 31,
1999 and 1998, temporary differences that give rise to the deferred tax assets
and liabilities consist of the following (in thousands):
<TABLE>
<CAPTION>
As of December 31,
-----------------------
1999 1998
---- ----
<S> <C> <C>
Reserve for doubtful accounts........... $ 1,736 $ 3,778
Accrued expenses........................ 5,641 4,349
Intangible assets....................... 80,199 85,093
Deferred compensation................... 4,072 4,102
Tax losses of subsidiaries.............. 6,055 1,964
Tax benefit of capital losses........... 1,202 1,202
Other................................... 14,035 7,932
---------- ----------
Gross deferred tax assets............... 112,940 108,420
---------- ----------
Property and equipment.................. (3,077) (1,172)
Revenue recognition..................... (746) (1,180)
Other................................... (2,773) (2,593)
---------- ----------
Gross deferred tax liabilities.......... (6,596) (4,945)
---------- ----------
Valuation allowance..................... (3,167) (3,167)
---------- ----------
Net deferred tax asset.................. $ 103,177 $ 100,308
========== ==========
</TABLE>
Several of the Company's subsidiaries have capital and operating loss tax
carryforwards that can be realized only if these subsidiaries generate taxable
capital gains or operating income, respectively. The amounts and respective
expiration dates of operating loss tax carryforwards are as follows: net
operating losses generated between 1989 and 1999 of approximately $21.0 million
expiring between 2004 and 2019 (approximately $9.4 million expires in 2019 and
approximately $6.4 expires in 2013, representing 75% of the net operating loss
carryforward). At December 31, 1999 and 1998, management determined that a
valuation allowance against the deferred tax asset associated with these tax
losses was required for one of these subsidiaries. Management continually
assesses whether the Company's deferred tax asset is realizable and believes
that the deferred tax asset, net of the valuation allowance, is realizable at
December 31, 1999.
The Company will receive a future benefit arising from the tax treatment of
three of its taxable mergers completed in 1998. In accordance with generally
accepted accounting principles, as a result of the mergers being accounted for
as poolings of interests, the Company recorded a net estimated future tax
benefit of approximately $76.9 million as a credit to stockholders' equity
during the year ended December 31, 1998.
71
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
At December 31, 1999, cumulative consolidated undistributed earnings of the
Company's foreign subsidiaries were approximately $43.4 million. No provision
for U.S. income taxes or foreign withholding taxes has been made since the
Company considers the undistributed earnings to be permanently invested in the
foreign countries. Determination of the amount of unrecognized deferred tax
liability, if any, for the cumulative undistributed earnings of the foreign
subsidiaries is not practicable since it would depend upon a number of factors
which cannot be known until such time as a decision to repatriate the earnings
is made.
10. Non-Recurring Costs:
The Company recorded $23.4 million of non-recurring costs during 1999.
These costs include (a) a $14.3 million non-cash charge related to a payment
made to the former owners of Media Syndication Global in the form of 1,171,223
shares of Snyder Communications common stock in exchange for the release of any
and all claims against Snyder Communications, Inc. relating to the merger
transaction; the payment was not provided for in the purchase agreement and is
not part of the purchase price for accounting purposes; (b) $9.6 million of
costs related to the October 22, 1999 Recapitalization of Snyder Communications,
Inc., consisting of investment banking fees, legal and accounting fees, employee
bonuses, SEC filing fees, printing fees and other related costs; (c) a reduction
of $2.0 million in previously recorded acquisition and related costs due to a
revision of estimated amounts; and (d) a $1.5 million charge for consulting and
related costs necessary to consolidate and integrate certain of SNC's acquired
operations in the U.S. under the plan initiated in the fourth quarter of 1998 as
discussed below.
The Company recorded $39.5 million in non-recurring costs during 1998.
$36.3 million of these costs are related to the consummation of 1998 mergers and
consist of investment banking fees, expenses associated with the accelerated
vesting of options held by employees of certain of the Company's acquirees,
other professional service fees, transfer taxes and other contractual payments.
In addition, $2.6 million was recorded for costs necessary to consolidate and
integrate certain of the Company's acquired operations in the U.S. Four
locations have been combined into two. The $2.6 million charge consists of
approximately $1.6 million of severance and other costs associated with the
termination of 42 employees, and $1.0 million of fees incurred for other costs
related to these integration activities. The integration did not result in a
headcount reduction. Most of the terminated employees elected not to relocate
and were replaced. As of December 31, 1999, 46 employees had terminated
employment with the Company and there is no remaining liability. 1998 non-
recurring costs also include compensation to stockholders of $0.6 million. Prior
to their merger with the Company, certain stockholders of the acquired companies
received annual compensation in their roles as managers in excess of amounts
that they will receive pursuant to employment agreements they have entered into
with Snyder. The excess amount is recorded as non-recurring costs in the periods
prior to the mergers and the Company records no compensation to stockholders
following an acquisition.
The Company recorded $49.2 million in non-recurring costs during 1997.
$31.4 million of these costs relate to the consummation of the 1997 mergers and
consist primarily of investment banking fees, other professional service fees,
certain U.K. excise and transfer taxes, a noncash charge of approximately $9.1
million related to the accelerated vesting of the options held by employees of
one of the Company's acquirees, $5.3 million for the write-off of deferred
license fees and the accrual of a liability to resolve outstanding litigation.
Both the write-off of the deferred fees and the accrual of the liability were
recorded due to changes in fact that resulted from the mergers. Non-recurring
costs also includes $12.4 million in compensation to stockholders and $5.4
million in ESOP expense for employees of one of the acquired companies.
The integration costs recorded in 1998 were recorded in accordance with
Emerging Issues Task Force No. 94-3 "Liability Recognition for Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)" ("EITF 94-3").
Additional expenses for the Company's integration activities recorded in
72
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
1999 represent additional costs incurred that did not qualify for accrual at
December 31, 1998 in accordance with EITF 94-3.
The following table summarizes the activity in the integration activities
liability account:
<TABLE>
<CAPTION>
Beginning Deductions for Balance at End
Balance Additions Amounts Paid of Period
---------- ------------ --------------- --------------
<S> <C> <C> <C> <C>
Year Ended December 31, 1999........ $ 2,320 $ 1,540 $ 3,860 $ --
Year Ended December 31, 1998........ $ -- $ 2,625 $ 305 $ 2,320
</TABLE>
11. Employee Stock Ownership Plan:
One of the Company's U.S. subsidiaries sponsors an employee stock ownership
plan ("ESOP") which covers primarily all of its employees who work one thousand
hours or more per plan year. Contributions to the ESOP were made at the
discretion of the subsidiary's Board of Directors and were equal to the ESOP's
debt service less dividends received by the ESOP. In December 1994, the ESOP
acquired 534,800 shares from the former chairman of the subsidiary in exchange
for $0.4 million in cash and a promissory note of $6.0 million. The note was
guaranteed by the subsidiary, secured by the ESOP stock and bore interest, which
was payable monthly at 2.7% over the 30-day commercial paper rate. Principal
payments were due in five annual installments of $1.2 million commencing January
1, 1996. As of December 31, 1997, the entire amount had been repaid. In January
1995, the ESOP acquired an additional 176,090 shares at a cost of $1.9 million.
Of this amount, $1.8 million was financed through a promissory note with the
remaining $0.1 million paid in cash. This promissory note was guaranteed by the
subsidiary and its former chairman and was due in 84 monthly installments
commencing January 1996 with interest at 2.7% over the 30-day commercial paper
rate. As of December 31, 1997, the entire amount had been repaid.
All dividends and contributions received by the ESOP were used to pay debt
service for the period which the ESOP was leveraged. As the debt was repaid,
shares were released and allocated to active participants based on the
proportion of debt service paid in the year. The ESOP was accounted for in
accordance with Statement of Position No. 93-6 "Employers' Accounting for
Employee Stock Ownership Plans." As shares were committed to be released, the
Company recorded compensation expense equal to the then current market price of
the shares committed to be released, and the shares were treated as outstanding
for earnings-per-share (EPS) computations. Dividends on allocated ESOP shares
were recorded as a reduction of retained earnings; dividends on unallocated ESOP
shares were recorded as a reduction of debt and accrued interest. ESOP
compensation expense was $5.4 million in 1997. The status of ESOP shares as of
December 31, after giving retroactive effect for recapitalization, is as
follows:
SNC
As of December 31,
----------------------
1999 1998
---- ----
Allocated shares..................... 409,431 710,890
Distribution to participants......... (71,614) --
Shares sold.......................... -- (301,459)
------- -------
Total ESOP shares.................... 337,817 409,431
======= =======
Circle.com
As of December 31,
----------------------
1999 1998
---- ----
Allocated shares..................... 102,358 177,723
Distribution to participants......... (17,903) --
73
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Shares sold.......................... -- (75,365)
------ -------
Total ESOP shares.................... 84,455 102,358
====== =======
All ESOP shares had been released as of December 31, 1999 and 1998.
At December 31, 1998, certain ESOP plan participants could, at their
option, require the Company to repurchase their vested shares held by the ESOP
for fair value. The balance necessary to satisfy this repurchase obligation at
December 31, 1998 has been classified as Redeemable ESOP stock in the
accompanying consolidated balance sheet with a like amount shown as a reduction
of paid-in capital. No such repurchase obligation existed at December 31, 1999.
12. Stock Incentive Plan:
In October 1999, concurrent with the Recapitalization, the Company's Second
Amended and Restated Stock Incentive Plan ("Amended Stock Plan") became
effective. The Amended Stock Plan authorizes the Company to grant incentive
stock options, nonqualified stock options, restricted stock awards and stock
appreciation rights based on SNC common stock and Circle.com common stock. The
outstanding awards previously granted under the stock incentive plan based upon
shares of then existing Snyder Communications common stock were adjusted so that
each holder of an outstanding award received corresponding awards based upon
shares of SNC common stock, Circle.com common stock, or both. In all cases, the
exercise prices of options were adjusted in order to maintain the economic
position of option holders. The aggregate intrinsic value of the options
outstanding and the ratio of the exercise price per option to the market value
per share did not change as a result of the option adjustments.
SNC
- ---
The aggregate number of shares of SNC common stock that may be issued under
the Amended Stock Plan upon exercise of options, SARs or in the form of
restricted stock is 18 million, increased by 17.5% of the number of additional
shares of SNC stock issued following the Recapitalization. The exercise price of
SNC options granted under the Amended Stock Plan may not be less than 100% of
the fair market value per share of SNC common stock on the date of the option
grant. The vesting and other provisions of the options are determined by Snyder
Communications, Inc.'s Board of Directors or their designee.
A summary of the SNC option activity within the Amended Stock Plan, for the
three years ended December 31, 1999, after giving retroactive effect for the
Recapitalization, is as follows:
<TABLE>
<CAPTION>
Options Outstanding
--------------------------------
1999 1998 1997
--------------------------------
(in thousands)
<S> <C> <C> <C>
Beginning of year......................................... 14,569 8,491 5,694
Granted 6,466 10,463 5,371
Exercised............................................ (607) (590) (1,238)
Forfeited or expired................................. (7,004) (3,795) (1,336)
------ ------ -----
End of year............................................... 13,424 14,569 8,491
====== ====== =====
Exercisable at end of year........................... 3,546 1,550 1,159
====== ====== =====
</TABLE>
74
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
<TABLE>
<CAPTION>
Weighted Average Exercise Price
-----------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Beginning of year......................................... $ 16.55 $ 15.67 $ 15.49
Granted.............................................. 14.89 19.53 16.69
Exercised............................................ 18.04 20.41 17.60
Forfeited or expired................................. 17.50 22.08 17.25
------- ------- --------
End of year............................................... $ 15.19 $ 16.59 $ 15.67
======= ======= ========
Exercisable at end of year $ 13.89 $ 15.74 $ 15.96
======= ======= ========
</TABLE>
The SNC options outstanding at December 31, 1999 have exercise prices that
range from $0.01 to $24.73. The weighted average remaining contractual life on
the SNC options outstanding at December 31, 1999 is 8.40 years.
Circle.com
- ----------
The aggregate number of shares of Circle.com common stock that may be issued
under the Amended Stock Plan upon exercise of options, SARs or in the form of
restricted stock is 5.4 million, increased by 30% of the number of additional
shares of Circle.com common stock issued following the Recapitalization. The
exercise price of Circle.com options granted under the Amended Stock Plan may
not be less than 100% of the fair market value per share of Circle.com common
stock on the date of the option grant. The vesting and other provisions of the
options are determined by Snyder Communications, Inc.'s Board of Directors.
A summary of the Circle.com option activity within the Amended Stock Plan
for the three years ended December 31, 1999, after giving retroactive effect for
the Recapitalization, is as follows:
<TABLE>
<CAPTION>
Options Outstanding
------------------------------
1999 1998 1997
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Beginning of year......................................... 3,535 1,474 418
Granted 3,328 2,856 1,111
Exercised............................................ (24) (16) --
Forfeited or expired................................. (1,381) (779) (55)
----- ----- -----
End of year............................................... 5,458 3,535 1,474
===== ===== =====
Exercisable at end of year........................... 1,023 145 44
===== ===== =====
Weighted Average Exercise Price
--------------------------------
1999 1998 1997
---- ---- ----
Beginning of year......................................... $ 22.33 $ 18.62 $ 13.60
Granted.............................................. 15.05 26.40 20.62
Exercised............................................ 12.44 20.33 --
Forfeited or expired................................. 23.54 30.28 20.52
------- ------- -------
End of year............................................... $ 17.58 $ 22.33 $ 18.63
======= ======= =======
Exercisable at end of year................................ $ 19.33 $ 21.35 $ 17.21
======= ======= =======
</TABLE>
75
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The Circle.com options outstanding at December 31, 1999 have exercise
prices that range from $0.01 to $31.66. The weighted average remaining
contractual life on the Circle.com options outstanding at December 31, 1999 is
8.81 years.
During 1999, the Company granted 56,994 Restricted Shares of SNC common
stock and 167,584 Restricted Shares of Circle.com common stock at a purchase
price of $0.001 per share, to certain employees. The Restricted Shares will vest
ratably over the four years following the grant date. During 1999, the Company
recognized $179,000 in expense related to these Restricted Shares.
13. Employee Benefits:
One of the Company's subsidiaries in the U.K. operates a retirement benefit
plan, which is a funded defined benefit plan available to all employees. The
assets of the plan are held separately from those of the subsidiary and are
invested in managed funds principally comprised of equity securities. Plan
benefits are based on years of service and compensation levels at the time of
retirement. The funding of the plan is determined following consultation with
actuaries using the projected unit credit method.
For purposes of these consolidated financial statements, the actuarial
value of the plan's liabilities has been estimated using the available actuarial
valuations, and the plan's asset values reflect the actual market value of those
assets at each balance sheet date based on records maintained by the plan's
trustees. The most recent actuarial update of the plan's liabilities was
performed as of December 31, 1999. The significant assumptions used and the
funded status of the plan are set out in the tables below.
<TABLE>
<CAPTION>
Significant Assumptions
-----------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Discount rate.................................................. 6.25% 5.5% 6.75%
Expected long-term rate of return on plan
Assets.................................................. 7.25 6.5 7.75
Rate of increase in compensation............................... 4.25 4.0 5.25
</TABLE>
Net Periodic Pension Cost
Net periodic pension cost is determined using the assumptions as of the
beginning of the year and is comprised of the following:
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
1999 1998 1997
----------- ----------- ------------
(in thousands)
<S> <C> <C> <C>
Service cost............................................... $ 1,420 $ 1,375 $ 1,360
Interest cost on projected benefit obligation.............. 1,145 1,177 1,065
Expected return on plan assets............................. (1,436) (1,392) (2,899)
Net amortization of unrecognized net loss and deferral of
actual return on plan assets.............................. -- -- 1,638
----------- ----------- ------------
Net periodic pension cost.................................. $ 1,129 $ 1,160 $ 1,164
=========== =========== ============
</TABLE>
76
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Funded Status
The funded status is determined using the assumptions as of the end of the
year and is reflected as follows:
<TABLE>
<CAPTION>
As of December 31,
---------------------------
1999 1998
------------ ------------
(in thousands)
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year.............................. $ 20,947 $ 17,502
Service cost......................................................... 1,420 1,375
Interest cost........................................................ 1,145 1,177
Plan participants' contributions..................................... 567 646
Actuarial gain....................................................... 1,129 1,143
Benefits paid........................................................ (890) (464)
------------ ------------
Benefit obligation at end of year.................................... $ 24,318 $ 21,379
============ ============
Change in plan assets:
Fair value of plan assets at beginning of year....................... $ 21,319 $ 17,321
Actual return on plan assets......................................... 5,597 2,913
Employee contribution................................................ 567 646
Employer contribution................................................ 1,488 1,342
Benefits paid........................................................ (890) (464)
------------ ------------
Fair value of plan assets at end of year............................. $ 28,081 $ 21,758
============ ============
</TABLE>
The Company and certain of its subsidiaries maintain defined contribution
benefit plans. Pension and profit sharing costs related to these plans amounted
to approximately $4.0 million, $1.6 million, and $1.2 million for 1999, 1998 and
1997, respectively.
During 1999, Snyder Communications established an employee stock purchase
plan (the "ESPP") pursuant to which Snyder may make available for sale to its
employees shares of both SNC and Circle.com common stock at a price equal to 85%
of the lower of the market value on the first or last day of each quarter. The
ESPP is intended to give Snyder employees the opportunity to purchase shares of
SNC and Circle.com common stock through payroll deductions. A maximum of 2.5
million SNC shares and 625,000 Circle.com shares may be purchased by Snyder
employees under the ESPP. During 1999 a total of 21,250 SNC shares and 5,315
Circle.com shares of common stock were issued under the ESPP.
14. Net Income Per Share:
A reconciliation of the shares used to compute basic and diluted earnings
per share for SNC and Circle.com follows. Shares have been restated for periods
prior to the October 22, 1999 Recapitalization to reflect the number of SNC and
Circle.com shares and stock equivalents which would have been outstanding during
these periods if the Recapitalization had occurred at the beginning of the
earliest period presented. For each of the years presented, the same net income
used to compute basic earnings per share was used to compute diluted earnings
per share.
77
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
<TABLE>
<CAPTION>
SNC For the Years Ended December 31,
--- ------------------------------------------
1999 1998 1997
-------------- ------------ ------------
(in thousands)
<S> <C> <C> <C>
Weighted average shares outstanding for the period
used in computation of basic net income per share..... 72,851 69,587 63,752
Diluted impact of stock options and other dilutive
securities............................................ 1,186 2,756 --
-------------- ------------ ------------
Shares used in computation of diluted net income per
share................................................. 74,037 72,343 63,752
============== ============ ============
</TABLE>
For the years ended December 31, 1999, 1998 and 1997, there existed
weighted average common stock equivalents of 11,887,203, 1,050,809, and
3,588,113, respectively, which are not included in the calculation of diluted
net income per share because they were antidilutive for the period.
<TABLE>
<CAPTION>
----------------------------------------
Circle.com For the Year Ended December 31,
---------- ----------------------------------------
1999 1998 1997
------------ ------------- -----------
(in thousands)
<S> <C> <C> <C>
Weighted average shares outstanding for the period
used in computation of basic net income per share..... 19,787 17,397 15,938
Diluted impact of stock options and other dilutive
securities............................................ -- -- --
------------ ------------- -----------
Shares used in computation of diluted net income per
share................................................. 19,787 17,397 15,938
============ ============= ===========
</TABLE>
For the years ended December 31, 1999, 1998 and 1997, there existed
weighted average common stock equivalents of 4,607,798, 2,220,068, and 905,813,
respectively, which are not included in the calculation of diluted net income
per share because they were antidilutive for the period.
15. Discontinued Operations:
Ventiv Health, Inc.
On June 22, 1999, the Company's Board of Directors approved a plan to
effect the Distribution of 100% of the shares of common stock of a newly formed
wholly owned subsidiary, Ventiv Health, Inc. ("Ventiv"), to the Company's common
stockholders (the "Spin-off"). Shares of Ventiv common stock were distributed on
the basis of one share of Ventiv for every three shares of the Company's
existing common stock on September 27, 1999 to stockholders of record as of
September 20, 1999. Following the distribution, Ventiv became an independent,
publicly traded corporation. Accordingly, the results of Ventiv have been
reclassified from amounts previously reported, and are stated separately in the
accompanying consolidated financial statements as discontinued operations.
Summarized financial information of the discontinued Ventiv operations is
presented in the following tables:
78
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued
Earnings from discontinued Ventiv operations included in the Consolidated
Statement of Income are as follows (in thousands):
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------
January 1,
1999
through
spin-off 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Revenues................................................. $ 254,159 $ 321,500 $ 208,967
Operating expenses:
Cost of services...................................... 208,393 236,047 156,346
Selling, general and administrative expenses.......... 35,253 43,029 32,787
Non-recurring costs................................... 7,435 27,664 25,569
--------- --------- ---------
Income (loss) from operations............................ 3,078 14,760 (5,735)
Interest income (expense), net........................... 315 (465) (1,049)
--------- --------- ---------
Income (loss) from operations before income taxes........ 3,393 14,295 (6,784)
Income tax provision..................................... 1,635 12,849 1,934
--------- --------- ---------
Net income (loss)........................................ $ 1,758 $ 1,446 $ (8,718)
========= ========= =========
Ventiv distribution costs, net of tax.................... (13,320) -- --
Loss of BWA (discussed below)............................ -- -- (1,507)
--------- --------- ---------
Net income (loss) from discontinued operations.......... $ (11,562) $ 1,446 $ (10,225)
========= ========= =========
</TABLE>
The components of net assets of discontinued Ventiv operations included in
the Consolidated Balance Sheet are as follows (in thousands):
<TABLE>
<CAPTION>
December 31, 1998
-----------------
<S> <C>
Cash and equivalents............................................... $ 25,664
Accounts receivable, net........................................... 43,521
Unbilled services.................................................. 15,212
Other 11,052
-----------
Total current assets.......................................... 95,449
-----------
Lines of credit.................................................... 198
Accounts payable and accrued expenses.............................. 60,393
Unearned revenue................................................... 8,446
Other 1,965
-----------
Total current liabilities..................................... 71,002
-----------
Net current assets ........................................... 24,447
-----------
Property and equipment, net........................................ 10,028
Goodwill and other intangibles..................................... 80,728
Other 7,439
-----------
Total long-term assets........................................ 98,195
Total long-term liabilities................................... 2,915
-----------
Net long-term assets.......................................... 95,280
-----------
Total net assets of discontinued operations................... $ 119,727
===========
</TABLE>
79
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
The cash flow provided by discontinued Ventiv operations was as follows (in
thousands):
<TABLE>
<CAPTION>
For the Years Ended
December 31,
---------------------
January 1,
1999
through
spin-off 1998 1997
--------- -------- --------
<S> <C> <C> <C>
Operating activities of discontinued operations:
Income (loss) from discontinued operations........................... $ (342) $ 1,446 $ (8,718)
Adjustments to reconcile income (loss) from discontinued
operations to net cash provided by (used in) operating
activities........................................................ 13,780 9,133 (2,308)
Net change in assets and liabilities................................. (14,630) (11,800) 9,102
-------- -------- --------
Net cash used in operating activities................................ (1,192) (1,221) (1,924)
-------- -------- --------
Net cash used in investing activities ............................... (5,575) (7,190) (3,576)
-------- -------- --------
Investments and advances from Snyder................................. 22,636 42,753 (167)
Other financing activities........................................... (2,307) (26,917) 16,618
-------- -------- --------
Net cash provided by financing activities............................ 20,329 15,836 16,451
-------- -------- --------
Net cash provided by discontinued operations
before effect of exchange rate changes on cash and equivalents.... 13,562 7,425 10,951
Effect of exchange rate changes on cash and equivalents.............. (1,430) 199 (177)
-------- -------- --------
Cash flow provided by discontinued operations........................ $ 12,132 $ 7,624 $ 10,774
======== ======== ========
</TABLE>
During 1999 through the date of the spin-off, Ventiv recorded $7.4 million
in non-recurring acquisition and related costs. Included in this amount is $5.7
million related to a payment made by Ventiv, in the form of 695,304 shares of
Ventiv common stock to the prior owners of PromoTech Research Associates
("PromoTech") in exchange for the release of any and all claims against Snyder
or Ventiv related to the purchase of PromoTech. The payment was not provided for
in the purchase agreement and is not part of the purchase price for accounting
purposes. In addition, the $7.4 million expense includes a charge of
approximately $1.7 million for costs necessary to consolidate and integrate
certain of Ventiv's acquired operations in the U.S., U.K. and France under the
plan initiated in 1998. The charge recorded in 1999 consists of $1.3 million in
severance and related costs associated with the termination of 23 employees and
$0.4 million in consulting services and other costs related to these integration
activities.
During the year ended December 31, 1998, Ventiv recorded a charge of
approximately $10.7 million for costs necessary to consolidate and integrate
certain of its acquired operations in the U.S., the U.K. and France.
Approximately nine locations were combined into four, and the efforts did not
have a significant impact on Ventiv's workforce. The charge consists of
approximately $4.1 million to consolidate and terminate lease obligations, $5.3
million of severance and other costs associated with the termination of 142
employees, and $1.3 million of fees incurred for consulting services and other
costs related to these integration activities. The employees who were terminated
are primarily redundant operations and administrative personnel, as well as one
underutilized sales team in the U.K. As of the date of the spin-off 165
employees had terminated employment with SNC and $11.4 million had been charged
against the total liability, including $6.6 million in severance and related
payments.
80
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following table summarizes the activity in the Ventiv integration activities
liability account:
<TABLE>
<CAPTION>
Beginning Deductions for Balance at
Balance Additions Amounts Paid End of Period
--------- --------- --------------- -------------
<S> <C> <C> <C> <C>
1999 through the spin-off............ $7,971 $ 1,696 $ 8,679 $ 988
Year Ended December 31, 1998......... $ -- $10,654 $ 2,683 $7,971
</TABLE>
81
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During 1999, Ventiv completed the acquisition of PromoTech Research
Associates, Inc. ("PromoTech") (March 25, 1999). The total consideration paid
was $16.3 million and consisted of 583,431 shares of Snyder common stock. This
purchase business combination has resulted in additional goodwill of $18.1
million. During 1998, Ventiv completed purchase business combinations, including
CLI Pharma S.A. ("CLI Pharma") (March 25, 1998) and Healthcare Promotions, LLC
("HCP") (February 13, 1998), for total consideration paid of approximately $64.0
million (1,211,029 shares of Snyder common stock and $4.3 million in net cash).
Based upon an allocation of purchase consideration, these purchase business
combinations have resulted in additional goodwill of approximately $55.7
million. The following table presents pro forma financial information as if the
1999 purchase of PromoTech and the 1998 purchases of HCP and CLI Pharma had been
consummated at the beginning of each of the periods presented and all of the
Company's operations had been taxed as a C corporation.
<TABLE>
<CAPTION>
January 1, 1999 For the Year Ended
through spin-off December 31, 1998
---------------- ------------------
(unaudited)
(In thousands)
<S> <C> <C>
Pro forma revenues................................ $ 256,086 $ 335,628
Pro forma net income (loss)....................... $ (53) $ 2,113
Bob Woolf Associates, Inc.
</TABLE>
On October 24, 1997, the Board of Directors of one of the 1998 acquirees
approved the spin-off of its sports management operations, which were carried on
by Bob Woolf Associates, Inc. ("BWA"), a wholly owned subsidiary. The acquiree
purchased BWA in May 1996. The spin-off was executed in the form of a dividend
to the acquiree's stockholders of record on October 31, 1997, whereby each
stockholder received one share of BWA for each share of the acquiree's common
stock held.
The net losses of BWA prior to October 31, 1997 are included in the
accompanying Consolidated Statement of Income as discontinued operations and
totaled $1.5 million in 1997. Revenues from BWA were approximately $2.0 million
for the ten months ended October 31, 1997.
16. Leases:
The Company leases certain facilities, office equipment and other assets.
The following is a schedule of future minimum lease payments for capital leases
and for operating leases at December 31, 1999 (in thousands):
82
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
<TABLE>
<CAPTION>
Capital Operating
Years Ending December 31, Leases Leases
--------------------------------------------------- --------- ----------
<S> <C> <C>
2000............................................... $ 1,342 $ 24,524
2001............................................... 798 22,077
2002............................................... 400 20,180
2003............................................... 175 15,643
2004............................................... -- 10,743
Thereafter......................................... -- 42,026
-------- ---------
Total minimum lease payments....................... 2,715 $ 135,193
=========
Less: Amount representing interest................. (396)
Total obligation under capital leases.............. 2,319
Less: Current portion.............................. (1,117)
--------
Long-term portion.................................. $ 1,202
========
</TABLE>
Property and equipment, net, on the consolidated balance sheet includes
$2.3 million and $3.7 million for equipment purchased under capital leases as of
December 31, 1999 and 1998, respectively.
Rental expense for all operating leases was approximately $24.8 million,
$18.7 million and $15.2 million for the years ended December 31, 1999, 1998 and
1997, respectively.
17. Commitments and Contingencies:
The Company has entered into employment agreements with certain key
executives and consulting agreements with certain former executives that call
for guaranteed minimum salaries and bonuses for varying terms.
One of the Company's U.S. subsidiaries has standby letters of credit with a
bank, secured by compensating balance arrangements, totaling $6.0 million. The
standby letters of credit renew annually and interest is charged at a rate of
1.25% per year.
The Company is subject to lawsuits, investigations and claims arising out
of the conduct of its business, including those related to commercial
transactions, contracts, government regulation and employment matters. Certain
claims, suits and complaints have been filed or are pending against the Company.
In the opinion of management and based on the advice of legal counsel, all
matters are without merit or are of such kind, or involve such amounts, as would
not have a material effect on the financial position or results of operations of
the Company if disposed of unfavorably.
18. Related Parties:
The Company's headquarters office space is leased from a third party, in
which one of the nonemployee directors of the Company has a minority ownership
interest. Rent paid under this lease was $1.2 million, $1.1 million and $2.4
million in 1999, 1998 and 1997, respectively.
83
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company produced a WallBoard(R) for which a publication beneficially
owned by certain nonemployee directors of the Company is one of the sponsors.
Revenues earned under this program were $2.0 million in 1997.
In December 1997, the Company entered into a software license agreement
with a company in which certain nonemployee directors of the Company are
directors and in which they own a minority interest. The Company paid
approximately $2.5 million for the license and related equipment.
The Company performs certain administrative functions, under an interim
services agreement, on behalf of Ventiv Health, Inc., a company in which certain
directors of the Company are directors. The balance owed from Ventiv Health,
Inc. at December 31, 1999 is approximately $0.6 million. No interest is being
charged on these outstanding amounts.
19. Segment Information:
SNC develops and delivers messages to both broad and targeted audiences
through a broad range of communication channels. Circle.com provides Internet
professional services. The SNC common stock and Circle.com common stock is
intended to separately track the performance of SNC and Circle.com respectively,
and each is reported as an operating segment.
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1999 1998 1997
---------- --------- ---------
<S> <C> <C> <C>
Revenues:
Circle.com................................................. $ 35,726 $ 13,514 $ 5,567
SNC........................................................ 603,550 480,289 397,505
Elimination of intersegment revenues ...................... (796) -- --
--------- --------- ---------
Total................................................... $ 638,480 $ 493,803 $ 403,072
--------- --------- ---------
EBIT (excluding non-recurring costs):
Circle.com................................................. $ (13,441) $ 498 $ (880)
SNC........................................................ 86,351 73,963 36,682
--------- --------- ---------
Total................................................... $ 72,910 $ 74,461 $ 35,802
--------- --------- ---------
Total Assets:
Circle.com................................................. $ 112,975 $ 13,697 $ 2,932
SNC........................................................ 683,673 482,230 345,681
Discontinued operations.................................... -- 119,727 33,541
Other unallocated amounts.................................. -- (40) (17)
Elimination of intersegment activity....................... (10,185) -- --
--------- --------- ---------
Total................................................... $ 786,463 $ 615,614 $ 382,137
--------- --------- ---------
Reconciliation of EBIT to Income (Loss)
from Operations:
Total EBIT for operating groups........................... $ 72,910 $ 74,461 $ 35,802
Non-recurring costs....................................... 23,395 39,514 49,222
--------- --------- ---------
Income (loss) from operations............................. $ 49,515 $ 34,947 $ (13,420)
--------- --------- ---------
Geographic Information:
Revenues:
United States............................................. $ 459,254 $ 335,728 $ 296,774
Europe.................................................... 179,226 158,075 106,298
--------- --------- ---------
Total.................................................. $ 638,480 $ 493,803 $ 403,072
--------- --------- ---------
</TABLE>
84
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
20. Selected Quarterly Financial Data (unaudited, in thousands):
The following table summarizes financial data by quarter for the Company
for 1999 and 1998, giving effect to the Acquisitions as if they had occurred at
the beginning of the earliest period presented.
<TABLE>
<CAPTION>
1999 Quarter Ended
--------------------------------------------------------------
March 31 June 30 September 30 December 31 Total
---------- ---------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Revenues....................................................... $ 138,082 $ 161,344 $ 165,977 $ 173,077 $ 638,480
Gross profit................................................... 47,143 51,547 45,668 56,450 200,808
Income (loss) from continuing operations....................... 13,824 13,703 (8,632) (1,797) 17,098
SNC income (loss) from continuing operations
per share (diluted)......................................... 0.20 0.20 (0.09) 0.08 0.39
Income (loss) from discontinued operations..................... 5,090 7,549 (24,201) - (11,562)
SNC income (loss) from discontinued operations
per share (diluted)......................................... 0.07 0.10 (0.33) - (0.16)
Net income (loss).............................................. 18,914 21,252 (32,833) (1,797) 5,536
SNC net income (loss) per share (diluted)...................... 0.27 0.30 (0.42) 0.08 0.23
Circle.com net income (loss) per share (diluted)(a)............ (0.05) (0.08) (0.13) (0.43) (0.73)
Pro forma net income (loss) from continuing
operations.................................................. 13,824 13,703 (7,600) (1,796) 18,131
SNC pro forma net income (loss) from continuing
operations per share (diluted)(a)........................... 0.20 0.20 (0.07) 0.10 0.44
Circle.com pro forma net income (loss) per
share (diluted)(a).......................................... (0.05) (0.08) (0.13) (0.43) (0.73)
</TABLE>
<TABLE>
<CAPTION>
1998 Quarter Ended
----------------------------------------------------------------
March 31 June 30 September 30 December 31 Total
----------- ---------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Revenues....................................................... $ 109,584 $ 118,605 $ 129,587 $ 136,027 $493,803
Gross profit................................................... 38,087 40,610 45,021 47,105 170,823
Income (loss) from continuing operations....................... (4,576) 11,124 14,435 377 21,360
SNC income (loss) from continuing operations
per share (diluted)(a)...................................... (0.06) 0.15 0.19 0.01 0.30
Income (loss) from discontinued operations..................... (4,052) 6,670 (3,771) 2,599 1,446
SNC income (loss) from discontinued operations
per share (diluted)......................................... (0.06 0.09 (0.05) 0.04 0.02
Net income (loss).............................................. (8,628) 17,794 10,664 2,976 22,806
SNC net income (loss) per share (diluted)(a)................... (0.12) 0.24 0.14 0.04 0.32
Circle.com net income (loss) per share (diluted)(a)............ (0.02) 0.01 0.01 (0.01) -
Pro forma net income (loss) from continuing
operations..................................................... (6,572) 10,721 13,953 597 18,699
SNC pro forma net income (loss) from continuing
operations per share (diluted).............................. (0.09) 0.15 0.19 0.01 0.26
Circle.com pro forma net income (loss) per
share (diluted)............................................. (0.01) 0.01 0.02 (0.01) 0.01
</TABLE>
The pro forma amounts include a provision for federal and state income
taxes as if the Company had been a taxable C corporation for all periods
presented.
(a) The sum of these amounts does not equal the annual amount because the
quarterly calculations are based on varying numbers of shares outstanding.
85
<PAGE>
SNYDER COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
21. Subsequent Events to December 31, 1999 Financial Statements:
On February 20, 2000, Havas Advertising ("Havas"), HAS Acquisition Corp.
and Snyder Communications, Inc. entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which HAS Acquisition Corp. will be merged
with and into Snyder Communications, with Snyder Communications surviving as a
subsidiary of Havas (the "Merger"). Under the terms of the Merger Agreement,
holders of SNC common stock will receive American Depositary Shares of Havas
("Havas ADSs"), the number of which will be based on a formula which values the
SNC common stock at $29.50 per share, and which will value the Havas ADSs (one
ADS to be equal to a fraction of a share of Havas stock) based on an average
closing sale price of the Havas stock on the Premier Marche of the Bourse de
Paris for the 20 days ending on the date immediately prior to the Merger,
subject to a minimum and maximum amount. The Circle.com common stock will remain
outstanding. The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of each of Snyder Communications and
Havas and receipt of all required regulatory approvals. The items included in
the notes to the financial statements do not address any impact that the Merger
could have on the financial condition or results of operation of Snyder
Communications.
86
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Snyder Communications, Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of Snyder
Communications, Inc. included in this Form 10-K and have issued our report
thereon dated February 18, 2000. Our audits were made for the purpose of forming
an opinion on the basic consolidated financial statements taken as a whole.
Schedule II Valuation and Qualifying Accounts included in this Form 10-K is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audits of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Vienna, Virginia
February 18, 2000
87
<PAGE>
SNYDER COMMUNICATIONS, INC.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
(In thousands)
<TABLE>
<CAPTION>
---------- ---------- --------------- ----------- -----------
Deductions from
Additions Reserve For
Balance at Charged to Purpose for
Beginning Cost and Which Reserve Translation Balance at
of Year Expense was Created Adjustment End of Year
---------- ---------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
1999 allowance for
doubtful accounts........... $7,031 $5,833 $5,320 $ (20) $7,524
1998 allowance for
doubtful accounts........... 3,893 3,775 731 94 7,031
1997 allowance for
doubtful accounts........... 2,001 3,191 1,430 131 3,893
Balance at
Beginning Deductions for Translation Balance at
of Year Additions Amounts Paid Adjustment End of Year
---------- ---------- --------------- ----------- -----------
1999 accrual for integration
activities.................. $2,320 $1,540 $3,860 $ -- $ --
1998 accrual for integration
activities.................. -- 2,625 305 -- 2,320
1997 accrual for integration
activities.................. -- -- -- -- --
</TABLE>
88
<PAGE>
SNC
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Snyder Communications, Inc.:
We have audited the accompanying combined balance sheets of SNC (a business
unit of Snyder Communications, Inc. as defined in Note 1 to the combined
financial statements), as of December 31, 1999 and 1998, and the related
combined statements of income, changes in group equity and cash flows for each
of the years in the three year period ended December 31, 1999. These combined
financial statements are the responsibility of Snyder Communications, Inc.'s
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the combined financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of SNC as of December
31, 1999 and 1998, and the results of their operations and their cash flows for
each of the years in the three year period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
SNC is a business unit of Snyder Communications, Inc. whose consolidated
financial statements are presented herein. Reference should be made to Note 1 of
the accompanying combined financial statements.
ARTHUR ANDERSEN LLP
Vienna, Virginia
February 18, 2000 (except with respect to the matter discussed in Note 17, as to
which the date is February 20, 2000)
89
<PAGE>
SNC
(SNC represents the businesses that comprise Snyder Communications, Inc.'s
direct marketing and advertising agency).
COMBINED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
December 31,
----------------------
1999 1998
--------- ---------
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents....................................................................... $ 87,521 $ 47,931
Marketable securities...................................................................... -- 612
Accounts receivable, net of allowance for doubtful accounts
of $6,666 and $6,629 at December 31, 1999 and 1998,
respectively............................................................................. 89,484 76,750
Receivables from pass-through costs........................................................ 113,628 83,164
Related party receivables, including Circle.com of $7,613 at December 31, 1999............. 8,249 190
Unbilled services.......................................................................... 17,785 21,819
Current portion of deferred tax asset...................................................... 10,679 13,549
Other current assets....................................................................... 22,001 11,285
Net current assets of discontinued operations.............................................. -- 24,447
--------- ---------
Total current assets................................................................... 349,347 279,747
--------- ---------
Property and equipment, net.................................................................... 77,284 68,785
Goodwill and other intangible assets, net...................................................... 157,061 65,863
Deferred tax asset............................................................................. 91,876 86,637
Deposits and other assets...................................................................... 8,105 5,645
Net long-term assets of discontinued operations................................................ -- 95,280
--------- ---------
Total assets........................................................................... $ 683,673 $ 601,957
========= =========
<CAPTION>
LIABILITIES AND INVESTMENTS AND ADVANCES
FROM SNYDER COMMUNICATIONS
<S> <C> <C>
Current liabilities:
Lines of credit.............................................................................. $ 970 $ 1,825
Current maturities of long-term debt......................................................... 551 1,085
Accrued payroll.............................................................................. 14,538 12,337
Accounts payable............................................................................. 162,568 113,066
Accrued expenses............................................................................. 97,016 79,050
Client advances.............................................................................. 9,843 11,753
Unearned revenue............................................................................. 17,969 16,404
--------- ---------
Total current liabilities................................................................ 303,455 235,520
--------- ---------
Related party borrowings......................................................................... 8,731 8,924
Long-term obligations under capital leases....................................................... 801 1,743
Long-term debt, net of current maturities........................................................ 157,682 1,616
Other liabilities................................................................................ 3,678 2,922
Commitments and contingencies
--------- ---------
Investments and advances from Snyder Communications.............................................. 209,326 351,232
--------- ---------
Total liabilities and investments and advances from Snyder Communications................ $ 683,673 $ 601,957
========= =========
</TABLE>
90
<PAGE>
SNC
(SNC represents the businesses that comprise Snyder Communications, Inc.'s
direct marketing and advertising agency).
COMBINED BALANCE SHEET
(in thousands)
The accompanying notes are an integral part of this combined balance sheet.
91
<PAGE>
SNC
(SNC represents the businesses that comprise Snyder Communications, Inc.'s
direct marketing and advertising agency).
COMBINED STATEMENT OF INCOME
(in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1999 1998 1997
--------- -------- -------
<S> <C> <C> <C>
Net revenues.......................................................................... $603,550 $480,289 $397,505
Operating expenses:
Cost of services.................................................................. 411,601 314,255 270,268
Selling, general and administrative expenses...................................... 105,598 92,071 90,555
Non-recurring costs............................................................... 19,570 39,514 49,004
-------- -------- --------
Income (loss) from operations......................................................... 66,781 34,449 (12,322)
Interest expense, including amounts to related parties of $570, $541 and $1,491
in the years ended December 31, 1999, 1998 and 1997, respectively................... (5,217) (1,753) (3,178)
Investment income, including amounts from Circle.com of $71 for the year
ended December 31, 1999............................................................. 2,941 3,638 2,944
-------- -------- --------
Income (loss) from continuing operations before income taxes.......................... 64,505 36,334 (12,556)
Income tax provision.................................................................. 33,017 14,972 3,950
-------- -------- --------
Income (loss) from continuing operations.............................................. 31,488 21,362 (16,506)
Income (loss) from discontinued operations (net of income taxes)...................... (11,562) 1,446 (10,225)
-------- -------- --------
Net income (loss)................................................................. $ 19,926 $ 22,808 $(26,731)
-------- -------- --------
</TABLE>
The accompanying notes are an integral part of this combined statement of
income.
92
<PAGE>
SNC
(SNC represents the businesses that comprise Snyder Communications, Inc.'s
direct marketing and advertising agency.)
COMBINED STATEMENT OF CHANGES IN GROUP EQUITY
(in thousands)
<TABLE>
<CAPTION>
Retained Other
Earnings Comprehensive
Other (Deficit) Income (Loss) Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1996........................... $ 24,014 $ 42,077 $ 262 $ 66,353
Net loss.......................................... -- (26,731) -- (26,731)
Capital contribution.............................. 76,726 -- -- 76,726
Foreign currency translation adjustment........... -- -- 360 360
Unrealized gain/loss on marketable securities..... -- -- 22 22
------------- ------------- ------------- -------------
Balance at December 31, 1997........................... 100,740 15,346 644 116,730
------------- ------------- ------------- -------------
Net income........................................ -- 22,808 -- 22,808
Capital contribution.............................. 210,496 -- -- 210,496
Foreign currency translation adjustment........... -- -- 1,251 1,251
Unrealized gain/loss on marketable securities..... -- -- (53) (53)
------------- ------------- ------------- -------------
Balance at December 31, 1998........................... 311,236 38,154 1,842 351,232
------------- ------------- ------------- -------------
Net income ....................................... -- 19,926 -- 19,926
Capital contribution ............................. 3,893 -- -- 3,893
Foreign currency translation adjustment........... -- -- (5,531) (5,531)
Unrealized gain/loss on marketable securities..... -- -- (11) (11)
Distribution to Ventiv stockholders............... -- (161,452) 1,269 (160,183)
------------- ------------- ------------- -------------
Balance at December 31, 1999........................... $ 315,129 $ (103,372) $ (2,431) $ 209,326
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of this combined statement of
changes in group equity.
93
<PAGE>
SNC
(SNC represents the businesses that comprise Snyder Communications, Inc.'s
direct marketing and advertising agency.)
COMBINED STATEMENT OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31
-------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities of continuing operations:
Income (loss) from continuing operations...................... $ 31,488 $ 21,362 $ (16,506)
Adjustments to reconcile net income (loss) from
continuing operations to net cash provided by
operating activities of continuing operations:
Depreciation and amortization............................. 23,742 16,970 13,324
Noncash expense for stock issuances....................... 14,274 -- --
Noncash expense for restricted stock and option
vesting............................................... 68 1,862 9,097
Noncash ESOP expense...................................... -- -- 4,851
Deferred taxes............................................ (225) (13,223) (7,483)
Gain/loss on disposal of assets........................... 2,256 600 3,011
Other noncash amounts..................................... (11) (9) 2,114
Changes in assets and liabilities:
Accounts receivable, net.................................. 734 (510) (25,656)
Receivables from pass-through costs....................... (30,464) (7,924) (11,217)
Related party receivables................................. (8,059) 1,238 776
Unbilled services......................................... 7,014 (6,946) (3,182)
Deposits and other assets................................. (2,041) 2,592 1,046
Other current assets...................................... (4,219) 640 1,288
Accrued payroll, accounts payable and accrued expenses.... 47,071 13,189 45,821
Client advances........................................... (1,910) (2,630) --
Unearned revenue.......................................... 630 (18) 4,777
Impact from differing fiscal year ends.................... -- -- (2,761)
----------- ----------- -----------
Net cash provided by operating activities
of continuing operations.............................. 80,348 27,193 19,300
----------- ----------- -----------
Cash flows from investing activities of continuing
operations:
Purchase of subsidiaries, net of cash acquired................ (19,219) (13,862) (22,518)
Purchase of property and equipment............................ (25,118) (34,422) (18,129)
Proceeds from sale of equipment............................... -- 7 50
Net sales of marketable securities............................ 612 575 5,807
Purchase of intangible assets................................. (7,974) (1,480) (729)
Note and net advances to stockholders of acquired
subsidiaries............................................... -- 942 1,467
Impact from differing fiscal year ends........................ -- -- (446)
----------- ----------- -----------
Net cash used in investing activities of continuing
operations................................................. (51,699) (48,240) (34,498)
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of this combined statement
of cash flows.
94
<PAGE>
SNC
(SNC represents the businesses that comprise Snyder Communications, Inc.'s
direct marketing and advertising agency.)
COMBINED STATEMENT OF CASH FLOWS (Continued)
(in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31
-------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from financing activities of continuing operations:
Repayment of long-term notes payable to limited
partners and others.............................................. (70) (1,740) (29,795)
Proceeds from issuance of subordinated debentures
due to related parties........................................... -- -- 425
Proceeds (repayment) from long-term debt........................... 48,569 (8,723) 5,902
Net borrowings (repayments) on lines of credit..................... (1,819) (7,595) (1,306)
Payments on capital lease obligations.............................. (1,723) (2,087) (2,102)
Investments and advances from Snyder Communications................ (2,582) 59,393 40,897
Impact from differing fiscal year ends............................. -- -- 3,704
----------- ----------- -----------
Net cash provided by financing activities of continuing
operations.................................................. 42,375 39,248 17,725
----------- ----------- -----------
Effect of exchange rate changes....................................... (838) 694 396
----------- ----------- -----------
Net increase in cash and equivalents of
continuing operations.............................................. 70,186 18,895 2,923
Investments and advances (to) from discontinued operations............ (30,596) (42,753) 167
Cash and equivalents, beginning of period............................. 47,931 71,789 68,699
----------- ----------- -----------
Cash and equivalents, end of period................................... $ 87,521 $ 47,931 $ 71,789
=========== =========== ===========
Disclosure of supplemental cash flow information:
Cash paid for interest including dividends on mandatorily
redeemable preferred stock.................................... 3,000 2,681 2,667
Cash paid for income taxes....................................... 29,417 13,811 7,726
Disclosure of noncash activities:
Equipment purchased under capital leases......................... -- 1,693 817
Issuance of shares of common stock for purchase of subsidiaries.. 96,864 49,348 13,320
Issuance of note for purchase of treasury stock.................. -- 5,242 215
Redemption of common stock in exchange for note payable.......... -- -- 457
Distribution of non-operating assets and distribution payable
by subsidiary................................................. -- 1,155 --
Issuance of common stock related to stock appreciation rights.... -- 3,484 --
Tax benefit from exercise of stock options....................... 3,083 7,742 5,312
Tax benefit from taxable merger transactions..................... 972 76,927 --
Acquisition of property and assumption of debt for
common stock.................................................. -- 1,945 --
Issuance of common stock for conversion of subsidiary debt....... -- 1,741 --
Distribution to Ventiv stockholders.............................. 119,727 -- --
Treasury stock acquired through the assumption of debt........... 108,081 -- --
</TABLE>
95
<PAGE>
SNC
(SNC represents the businesses that comprise Snyder Communications, Inc.'s
direct marketing and advertising agency.)
COMBINED STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
The accompanying notes are an integral part of this combined statement of cash
flows
96
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS
1. Organization, Basis of Presentation and Business:
Organization
Snyder Communications, Inc. ("Snyder Communications" or the "Company"), a
Delaware corporation, was incorporated on June 25, 1996, to continue the
business operations of Collegiate Marketing and Communications, L.P. Snyder
Communications completed an initial public offering of its common stock on
September 24, 1996. Snyder Communications provides direct marketing, advertising
and communication services and Internet professional services to its clients.
SNC is a business unit of Snyder Communications which consists of the
assets and operations of the direct marketing, advertising and communications
part of Snyder Communications' business. SNC also included Snyder
Communications' discontinued healthcare marketing services business which was
spun-off to Snyder Communications' stockholders on September 27, 1999 through a
special dividend of one share of common stock of a newly formed subsidiary,
Ventiv Health, Inc., for every three shares of existing Snyder Communications
common stock.
The combined financial statements of SNC should be read in conjunction with
the consolidated financial statements of Snyder Communications and the combined
financial statements of Circle.com.
Capitalization of Snyder Communications, Inc.
On October 22, 1999 Snyder Communications completed a recapitalization (the
"Recapitalization") in which the existing Snyder Communications, Inc. common
stock was replaced by two new series of common stock: the "Circle.com common
stock" and the "SNC common stock." The Circle.com common stock separately tracks
the performance of Snyder Communications' Internet professional services
business unit, which Snyder Communications calls "Circle.com" and the SNC common
stock separately tracks the performance of the remaining Snyder Communications'
businesses, which Snyder calls its "SNC" business unit, and a retained interest
in Circle.com. Each share of existing Snyder Communications common stock was
converted at the time of the Recapitalization into one share of SNC common stock
and .25 of a share of Circle.com common stock.
The SNC common stock and the Circle.com common stock constitute common
stock of Snyder Communications, and the issuance of these classes of stock did
not result in any transfer of assets or liabilities of Snyder Communications or
any of its affiliates. Snyder Communications issued shares of Circle.com common
stock initially representing 80% of the equity value attributed to Circle.com.
The remaining 20% equity value attributed to Circle.com initially constituted
SNC's "retained interest" in Circle.com. The SNC retained interest had decreased
to 16.6% at December 31, 1999 as a result of the issuance of additional shares
of Circle.com common stock following the Recapitalization. The retained interest
in Circle.com is not reflected in the accompanying SNC combined statement of
income or SNC combined balance sheet. The retained interest is, however,
considered in calculating earnings of Snyder Communications allocated to the SNC
common stockholders.
Holders of Circle.com common stock and SNC common stock are stockholders of
a single company. Circle.com and SNC are not separate legal entities. As a
result, stockholders are subject to all of the risks associated with an
investment in Snyder Communications and all of its businesses, assets and
liabilities. The issuance of Circle.com common stock and SNC common stock and
the allocation of the assets and liabilities between Circle.com and SNC did not
result in a distribution or spin-off of any assets or liabilities of Snyder
Communications and will not affect ownership of any assets or responsibility for
liabilities of Snyder Communications or any of its subsidiaries. The assets of
Snyder Communications attributed to SNC
97
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
could be subject to the liabilities of Circle.com, whether such liabilities
arise from lawsuits, contracts, or indebtedness attributable to Circle.com. If
Snyder Communications is unable to satisfy Circle.com's liabilities out of
assets attributed to it, Snyder Communications may be required to satisfy these
liabilities with assets attributed to SNC.
Financial effects arising from one group that affect Snyder Communications'
combined results of operations or financial condition could, if significant,
affect the results of operations or financial condition of the other group and
the market price of the common stock relating to the other group. Any net losses
of Circle.com or SNC and dividends and distributions on, or repurchases of
Circle.com common stock or SNC common stock will reduce the funds of Snyder
Communications legally available for payment on SNC common stock.
Basis of Presentation
Throughout 1998 and 1997, SNC completed acquisitions that were accounted
for as poolings of interests for financial reporting purposes. The accompanying
combined financial statements have been retroactively restated to reflect the
pooling of interests transactions. During 1999, 1998 and 1997, SNC also made
several acquisitions that have been accounted for as purchase business
combinations. The entities with which SNC has entered into mergers accounted for
as poolings of interests for financial reporting purposes will be collectively
referred to as the "Pooled Entities," and their mergers will be referred to
herein as the "Acquisitions." The accompanying combined financial statements
have been retroactively restated to reflect the combined financial position and
combined results of operations and cash flows of SNC and the Pooled Entities,
after elimination of all significant intercompany transactions, for all periods
presented, giving effect to the Acquisitions as if they had occurred at the
beginning of the earliest period presented. Prior to its merger with SNC in July
1997, American List Corporation utilized a February 28 fiscal year end.
Concurrent with the merger, American List Corporation changed its fiscal year
end to December 31. The accompanying combined statements of income and cash
flows for the year ended December 31, 1997 reflect the combination of the
American List Corporation statements of income and cash flows beginning March 1,
1997.
The combined financial statements of Circle.com and SNC comprise all of the
accounts included in the corresponding consolidated financial statements of
Snyder Communications. The separate combined financial statements give effect to
the accounting policies implemented with the consummation of the
Recapitalization, including those applicable to the allocation of expenses. The
separate Circle.com and SNC combined financial statements have been prepared on
a basis that management believes to be reasonable and appropriate and reflect
(1) the combined financial position, results of operations and cash flows of the
businesses that comprise the Snyder Communications' Circle.com and SNC business
units, with all significant intracompany (within SNC and Circle.com,
respectively) transactions and balances eliminated, (2) in the case of the
Circle.com combined financial statements, corporate assets and liabilities of
Snyder Communications and related transactions associated with or conducted by
Circle.com, including allocated portions of Snyder Communications' overhead and
administrative shared services and (3) in the case of SNC's combined financial
statements, all other corporate assets and liabilities and related transactions
of Snyder Communications, including allocated portions of Snyder Communications'
overhead and administrative shared services. Intercompany transactions between
Circle.com and SNC have not been eliminated in SNC's combined financial
statements, except in instances where they have not been realized by Circle.com
or SNC.
SNC recorded $796,000 of expense associated with services purchased from
Circle.com during 1999. There were no intercompany transactions in 1998 and
1997.
98
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
Investments and advances from Snyder Communications
Changes in investments and advances from Snyder Communications represent
the net income (loss) of SNC, the comprehensive income (loss) of SNC, the net
change in cash transferred between SNC and Snyder Communications (or previous
owners with respect to the Pooled Entities prior to their merger with SNC) and
the effect of businesses acquired by Snyder Communications in purchase
transactions and contributed to SNC.
Discontinued Operations
SNC's combined financial statements reflect the net assets and operating
results of the healthcare services business, which was spun off to Snyder
Communications' shareholders on September 27, 1999, as discontinued operations
(see Note 11). The net current and long-term assets of the healthcare services
business have been separately presented in the accompanying combined balance
sheet for 1998. The healthcare services operating results up to the date of the
spin-off are reflected in the accompanying combined statement of income as
income (loss) from discontinued operations. The accompanying notes, except Note
11, relate only to continuing operations of SNC.
Business
SNC provides direct marketing, advertising and communications services
through its Brann Worldwide, Bounty SCA Worldwide and Arnold Communications
networks. These networks develop and deliver messages to both broad and targeted
audiences through a wide range of communications channels. During 1998 and 1997,
Snyder Communications issued 8,604,293 and 10,414,888 shares, respectively, in
pooling of interests transactions with companies in the direct marketing,
advertising and communications industry. Of the total shares issued in pooling
of interests transactions, 6,545,928 were to companies that operate through
Brann Worldwide, 8,983,714 were to companies that operate through Bounty SCA
Worldwide and 3,489,539 were to companies that operate through Arnold
Communications. The Company's operations are conducted throughout the United
States, the United Kingdom and continental Europe.
The following details revenues and net income (loss) from continuing
operations for each of the years ended December 31, 1999, 1998 and 1997, of SNC
and the Pooled Entities through the dates of their respective Acquisitions:
For the Years Ended December 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(unaudited)
(in thousands)
Revenues:
SNC...................................... $603,550 $389,651 $159,564
Pooled Entities.......................... -- 90,638 237,941
-------- -------- --------
$603,550 $480,289 $397,505
======== ======== ========
Net income (loss) from continuing operations:
SNC...................................... $ 31,488 $ 31,922 $ 5,897
Pooled Entities.......................... -- (10,560) (22,403)
-------- -------- --------
$ 31,488 $ 21,362 $(16,506)
======== ======== ========
During 1999, SNC completed several purchase business combinations including
Media Syndication Global ("MSG") (March 30, 1999) and Broadwell Marketing Group
("Broadwell") (May 21, 1999) for total
99
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
consideration paid of $87.0 million (2,882,250 shares of Snyder Communications
common stock and $9.2 million in cash). These purchase business combinations
have resulted in additional goodwill of approximately $85.2 million. SNC's other
purchase business combinations are immaterial to the combined financial
statements.
The following table presents pro forma financial information as if the 1999
purchases had been consummated at the beginning of each of the periods presented
and all of SNC's operations had been taxed as a C corporation.
For the Years Ended
December 31,
-------------------
1999 1998
-------- ---------
(unaudited)
(in thousands)
Pro forma revenues....................... $621,834 $ 544,070
Pro forma net income..................... $ 22,803 $ 21,871
Business Considerations
There are important risks associated with SNC's business and financial
results. These risks include: (i) the reliance on significant clients (see Note
2); (ii) the ability to sustain and manage future growth; (iii) the ability to
manage and successfully integrate the businesses it has acquired and may acquire
in the future; (iv) the ability to successfully manage its international
operations; (v) the potential adverse effects of fluctuations in foreign
exchange rates; (vi) the dependence on industry trends toward outsourcing of
marketing services; (vii) the risks associated with reliance on technology and
the risk of business interruption resulting from a temporary or permanent loss
of such technology; (viii) the entrance of new competitors with greater
resources than SNC; (ix) potential competition between SNC and Circle.com; (x)
the ability to recruit and retain qualified personnel; and (xi) the dependence
of SNC's success on its executive officers and other key employees, in
particular, SNC's Chief Executive Officer.
2. Significant Clients:
During the twelve months ended December 31, 1999, no one client represented
more than 7.0% of SNC's total revenue. SNC had one client that represented 10.7%
of total revenues for the year ended December 31, 1998 and one client that
represented 15.8% of total revenues for the year ended December 31, 1997.
3. Summary of Significant Accounting Policies:
Allocation Policies
Certain operations of SNC and Circle.com are conducted within the same
subsidiary of Snyder Communications. Therefore, in the case where a subsidiary
of Snyder Communications contains operations of both SNC and Circle.com, it is
necessary to allocate certain operating costs as more fully described in the
following sections. In addition, the Board of Snyder Communications has
established allocation policies with respect to taxes and debt as discussed
below. Any prospective change in the following allocation policies will be
treated as a change in accounting principle and will not be made unless it is a
preferable policy.
100
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
Specifically Identifiable Operating Expenses. Costs which relate entirely
to the operations of SNC are attributed entirely to SNC. These expenses consist
of costs of personnel who are 100% dedicated to the operations of SNC, all costs
associated with Snyder Communications locations which conduct only the business
of SNC and amounts paid to third parties for work which is specifically
identifiable to the operations of SNC. All overhead costs which are incurred at
locations which conduct only the business of SNC are also attributed entirely to
SNC. These costs include on-site senior management, human resources, legal,
information technology, accounting and auditing, tax, treasury, strategic
planning, and any other overhead functions, which occur at the dedicated
locations. In addition, any costs incurred in locations which conduct the
business of both SNC and Circle.com, and which are specifically identifiable to
the operations of SNC are attributed to SNC.
Shared Operating Expenses. Certain company locations and personnel are
involved in conducting the business of both SNC and Circle.com. In the case of
employees which are involved in both businesses, the employee costs are
allocated to SNC and Circle.com based on estimated time spent by the employees
in the respective businesses. Facility costs fall into two categories: (1)
facility costs for space in which the actual operations of SNC and Circle.com
are conducted; and (2) facility costs for space in which the overhead activities
of executive management, human resources, legal, information technology,
accounting and auditing, tax, treasury, strategic planning functions and any
other overhead functions occur. In the case of facility cost for space in which
the actual operations of SNC and Circle.com are conducted, the cost of the space
is allocated to SNC and Circle.com based on square footage used by each
respective business. In the case of facility costs for space in which overhead
activities occur, the cost of the space is allocated to SNC and Circle.com based
on estimated time spent by the overhead employees on matters relating to SNC and
Circle.com. Similarly, the other costs associated with the overhead employees,
such as depreciation of computer and office equipment, employee travel and
entertainment and other costs, are allocated to SNC and Circle.com based on
estimated time spent by the overhead employees relating to matters of the
respective divisions. As discussed above, overhead costs at shared locations
which are specifically identifiable to the operations of SNC or Circle.com are
attributed entirely to the respective business.
Debt and Interest Expense. Snyder Communications incurs debt on behalf of
SNC and Circle.com. As of December 31, 1999, $23.3 million of Snyder
Communications' debt which was related to 1999 acquisitions was allocated to
Circle.com and all other debt was allocated to SNC. Snyder Communications will
attribute each future incurrence or issuance of external debt and the proceeds
of that incurrence or issuance to SNC, to the extent the proceeds are used for
the benefit of SNC, and to Circle.com, to the extent the proceeds are used for
the benefit of Circle.com. Interest cost related to the debt attributed to SNC
and Circle.com is allocated to those entities based on the amount of principle
attributed to each business. In the case of pooled debt, such as a revolving
credit facility, a weighted average interest rate is used in calculating
interest expense for SNC and Circle.com. Other than the $12.3 million of debt
allocated to Circle.com at the date of the Recapitalization, all cash advances
and businesses attributed to Circle.com through that date have been considered a
capital contribution to Circle.com by Snyder Communications. Following the
Recapitalization, Snyder Communications is accounting for all cash transfers
from one group to, or for the account of, the other group as inter-group
interest-bearing revolving credit advances unless the Board determines that a
given transfer or type of transfer should be accounted for as a long-term loan;
Snyder Communications' Board determines that a given transfer or type of
transfer should be accounted for as a capital contribution increasing SNC's
retained interest in Circle.com, based on the fair market value of Circle.com
common stock at the time of the additional capital contribution; or the Board
determines that a given transfer or type of transfer should be accounted for as
a return of capital reducing SNC's retained interest in Circle.com, based on the
fair market value of Circle.com common stock at the time of the return of
capital. Any cash transfer accounted for as an inter-group revolving credit
advance bears interest at the rate at which Snyder Communications determines
that it can borrow those funds on a revolving credit basis. As of December 31,
1999, SNC had advanced $7.6 million to Circle.com as a revolving credit advance.
Any cash transfer accounted for as a long-term loan will have an interest rate,
amortization, maturity, and
101
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
other terms that generally reflect the then prevailing terms on which Snyder
Communications determines that it could borrow those funds. Any cash transfer
from Snyder Communications to Circle.com accounted for as a capital contribution
will correspondingly increase Circle.com's stockholders' equity and SNC's
retained interest in Circle.com. Any cash transfer from Circle.com to Snyder
Communications accounted for as a return of capital will correspondingly reduce
Circle.com's stockholders' equity and SNC's retained interest in Circle.com. As
a result, with respect to the allocation of interest and debt, the historical
financial statements will not be comparable to future periods.
During 1999 until the date of the Recapitalization and during the year
ended December 31, 1998, Snyder Communications advanced cash to Circle.com of
$20.5 million and $2.5 million, respectively, which has been considered a
capital contribution to Circle.com. The following table presents pro forma
information as if the 1999 and 1998 cash advances were treated as inter-group
interest bearing revolving credit advances from SNC to Circle.com, as this is
the policy which is in effect following the Recapitalization.
<TABLE>
<CAPTION>
For the years ended December 31,
--------------------------------
1999 1998
---------- ----------
(unaudited) (unaudited)
<S> <C> <C>
Income from operations................................... $ 66,781 $ 34,449
Interest expense......................................... (5,217) (1,753)
Interest and investment income........................... 3,812 3,748
---------- ----------
Income from continuing operations before income taxes.... 65,376 36,444
Income tax provision..................................... 33,348 15,016
---------- ----------
Pro forma income from continuing operations.............. $ 32,028 $ 21,428
========== ==========
</TABLE>
Taxes. Snyder Communications determines its income taxes on a consolidated
basis and allocates consolidated income tax provisions and related tax payments
or refunds between SNC and Circle.com based on the taxable income and tax
credits directly attributable to each group. These allocations reflect each
groups' contribution, whether positive or negative, to Snyder Communications'
consolidated taxable income and the consolidated tax liability and tax credit
position.
Unless otherwise noted above, these expense policies have been
consistently applied on a historical basis and will continue to be Snyder
Communications' policy for future periods, unless the Board augments, modifies,
or rescinds these policies. In the opinion of management, the methods for
allocating these costs are reasonable. It is not practicable to estimate the
costs that would have been incurred by SNC if it had been operated on a stand-
alone basis or as a separate legal entity. SNC's combined financial statements
should be read in conjunction with Snyder Communications' consolidated financial
statements.
Cash and Equivalents
Cash and equivalents are comprised principally of amounts in operating
accounts, money market investments and other short-term instruments, stated at
cost, which approximates market value, with original maturities of three months
or less.
Marketable Securities
SNC's investments are classified into two categories. Those securities
classified as "available-for-sale" are reported at market value. Debt securities
consisting of state and municipal bonds are classified as "held-to-maturity" and
are reported at amortized cost. Cost is determined using the specific
identification method. Unrealized gains and losses from securities
"available-for-sale" are reported as a separate component of
102
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
investments and advances from Snyder Communications.
Receivables From Pass-Through Costs
Receivables from pass-through costs relate to services purchased from third
parties, on behalf of clients, for which no revenue is recorded.
Property and Equipment
Property and equipment is stated at cost. SNC depreciates furniture,
fixtures and office and telephone equipment on a straight-line basis over three
to ten years; computer equipment over two to five years and buildings over forty
years. Leasehold improvements are amortized on a straight-line basis over the
shorter of the term of the lease or the estimated useful lives of the
improvements.
When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts, and any gain or
loss is reflected in income.
Revenue Recognition
SNC performs direct marketing and advertising services on behalf of its
clients, including database management, creative design, direct response
marketing, WallBoard(R) information displays, sampling programs, print
production, field sales, teleservices, advertising, public relations and media
placements. Revenues are recognized as services are rendered in accordance with
the terms of the contracts. Certain of these contracts provide for payments
based on accepted customers and the type of service purchased by the customer.
Revenues related to these sales are recognized on the date the application for
service is accepted by SNC's clients. At that point, SNC has no further
performance obligation related to the submitted customer and is contractually
entitled to payment. Revenues from the sale of lists are recognized upon the
shipment to customers of lists on computerized labels, magnetic tape or computer
diskettes for a one-time usage. Additional billings are made by SNC for
additional usage by the customers. Certain of the contracts include media,
postage and other pass-through costs purchased by SNC on behalf of its clients.
For these contracts, SNC records as revenue the net billings to its clients.
Unbilled receivables represent amounts due from customers for services
performed but not yet billed. Unearned revenue represents revenue collected in
advance that is not earned and will be recognized in future periods as it is
earned through the performance of services. Client advances represent deposits
or funds received in advance from clients for payments to be made to third
parties on behalf of clients.
Goodwill and Other Intangible Assets
Goodwill equal to the fair value of consideration paid in excess of the
fair value of net assets purchased has been recorded in conjunction with several
of SNC's purchase business combinations and is being amortized on a
straight-line basis over periods of fifteen to thirty years.
The costs of customer lists that were acquired in conjunction with certain
of SNC's purchase business combinations are amortized on a straight-line basis
over seven years. The contractual covenants are amortized over the term of the
related agreements, which is two to five years.
Costs of purchased lists are amortized on a straight-line basis over their
estimated useful lives, generally one to five years. SNC determines the useful
lives of its lists based upon the estimated period of time such lists are
marketable. SNC periodically reviews the marketability of its lists and,
accordingly, their respective estimated useful lives.
103
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
The costs of licenses to use, reproduce and distribute lists are amortized
on a straight-line basis over the term of the related license agreement.
When conditions or events occur that management believes might indicate
that the goodwill or any other intangible asset is impaired, an analysis of
estimated future undiscounted cash flows is undertaken to determine if any write
down in the carrying value of the asset is required.
Income Taxes
Federal and state income tax provisions and related tax payments or refunds
are allocated between Circle.com and SNC based principally on the taxable income
and tax credits directly attributable to each group. Such allocations reflect
each group's contribution, whether positive or negative, to Snyder
Communications' consolidated federal taxable income and the consolidated federal
tax liability and tax credit position. Tax benefits that cannot be used by the
group generating those benefits but can be used on a consolidated basis are
credited to the group that generated such benefits. Accordingly, the amounts of
taxes payable or refundable allocated to each group may not necessarily be the
same as that which would have been payable or refundable had each group filed a
separate income tax return.
Depending on the tax laws of the respective jurisdictions, foreign, state
and local income taxes are calculated on either a consolidated or combined basis
or on a separate corporation basis. State income tax provisions and related tax
payments or refunds are allocated between the groups based on their respective
contributions to such consolidated or combined state taxable incomes. State and
local income tax provisions and related payments which are determined on a
separate corporation basis are allocated between the groups in a manner designed
to reflect the respective contributions of the groups to the subsidiary's
separate foreign, state or local taxable income.
Prior to their merger with SNC, certain of the U.S. based pooled entities
were treated as S corporations or limited liability companies for income tax
purposes. Accordingly, no provision for federal or state income taxes, except in
certain states that do not recognize S corporations or limited liability
companies, has been made for these entities through the date of their mergers
within the accompanying combined financial statements of SNC.
SNC's subsidiaries with operations in the U.K. and continental Europe pay
taxes in their respective countries, on a corporate level similar to a C
corporation in the U.S.
Unaudited Pro Forma Income (Loss) Data
The unaudited pro forma net income (loss) amounts include a provision for
federal and state income taxes as if the operations of SNC had been a taxable C
corporation for all periods presented. The pro forma income tax rate on SNC's
recurring operations reflects the combined federal, state and foreign income
taxes of approximately 49.6%, 48.9% and (46.9)% for the years ended December 31,
1999, 1998 and 1997, respectively. The following unaudited pro forma data also
reflects the tax provision had SNC filed a separate tax return.
104
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
The table below presents this pro forma calculation of adjusted net income
(loss):
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------
1999 1998 1997
--------- --------- ---------
(unaudited)
(in thousands)
<S> <C> <C> <C>
Pro form adjusted net income (loss) data (unaudited):
Historical income (loss) from continuing operating
before income taxes..................................... $ 64,505 $ 36,334 $ (12,556)
Pro forma provision for income taxes.................... (31,984) (17,758) (5,894)
--------- --------- ---------
Pro forma net income (loss) from continuing operations.. $ 32,521 $ 18,576 $ (18,450)
========= ========= =========
</TABLE>
Accounting for Stock Options
SNC accounts for its stock-based compensation plan using the intrinsic
value based method in accordance with the provisions of APB Opinion No. 25,
"Accounting for Stock issued to Employees". Pro forma disclosure of net income,
calculated as if SNC accounted for its stock-based compensation plan using the
fair value based method in accordance with the provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), is detailed below.
The fair value of each option grant is estimated on the date of grant using
a Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1999 and 1998: risk-free interest rate of 6.36%
and 4.56%, expected dividend yield of zero, expected life of 4 years and
expected volatility of 30.0% and 20.0%.
The weighted average option fair value on the grant date was $4.95 for
options issued during the year ended December 31, 1999.
If SNC had recorded compensation expense using the fair value based method
prescribed by SFAS No. 123, SNC's 1999 and 1998 pro forma net income, which
reflects a pro forma adjustment for income taxes, would have been reduced to the
following as adjusted amounts:
As of December 31,
--------------------
1999 1998
-------- --------
(in thousands)
Pro forma net income (loss):
As reported........................................... $32,521 $18,576
As adjusted........................................... 20,869 12,787
Foreign Currency Translations
Assets and liabilities of SNC's international operations are translated
using the exchange rate in effect at the balance sheet date. Revenue and expense
accounts for these subsidiaries are translated using the average exchange rate
during the period. Foreign currency translation adjustments are reported as
comprehensive income (loss) and included as a component of investment and
advances from Snyder Communications.
105
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of the fair value of certain financial instruments. For
purposes of this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current transaction
between willing parties. Cash and equivalents, accounts receivable, unbilled
services, accounts payable and related party borrowings approximate fair value
because of the relatively short maturity of these instruments. Long-term debt
approximates fair value as the majority of this debt has a variable interest
rate.
Concentration of Credit Risk
Concentration of credit risk is limited to cash and equivalents, accounts
receivable and unbilled services. SNC places its investments in highly rated
financial institutions, U.S. Treasury bills, investment grade short-term debt
instruments and state and local municipalities, while limiting the amount of
credit exposure to any one entity. SNC's receivables are concentrated with
customers in the telecommunications and consumer packaged goods industries. SNC
does not require collateral or other security to support clients' receivables.
New Accounting Pronouncements
During 1998, SNC adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS No. 130"), and the accompanying
combined financial statements have been restated to conform to the SFAS No. 130
requirements. Included within investments and advances from Snyder
Communications are the cumulative amounts for foreign currency translation
adjustments and unrealized gains and losses on marketable securities. The
cumulative foreign currency translation adjustment was a $2.4 million loss and a
$1.8 million gain as December 31, 1999 and 1998, respectively. The cumulative
unrealized gain on marketable securities was $11,000 as of December 31, 1998.
During 1998, SNC adopted Statement of Financial Accounting Standards No.
131, "Disclosures About Segments of an Enterprise and Related Information"
("SFAS No. 131"). SNC's geographic information is disclosed in Note 15. SNC's
networks provide services used to develop and deliver messages to both broad and
targeted audiences through a wide range of communications channels. The
operations within SNC's networks exhibit similar economic characteristics driven
from their consistent efforts to build brands and increase market penetration
for their clients. These operations are reported as one operating segment.
During 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits" ( "SFAS No. 132 "). The
disclosures required by SFAS No. 132 are provided in Note 10.
During 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). This statement was
originally effective for all fiscal quarters of fiscal years beginning after
June
106
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
15, 1999; however, during the second quarter of 1999 the FASB deferred the
effective date. SNC believes that the adoption of SFAS No. 133 will not have a
significant impact on its combined financial statements.
4. Marketable Securities:
The amortized cost, unrealized gains and losses, and market values of SNC's
held-to-maturity and available-for-sale securities are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
December 31, 1998
Held to maturity, maturing in less
than one year:
State and municipal bonds......... $ 6 $ -- $ -- $ 6
======= ======= ======= =======
Available for sale:
Equity securities.................... $ 105 $ -- $ (15) $ 90
Government income securities......... 554 -- (38) 516
------- ------- ------- ------
$ 659 $ -- $ (53) $ 606
======= ======= ======= =======
</TABLE>
5. Property and Equipment:
Property and equipment consist of the following:
As of December 31,
------------------------
1999 1998
----------- -----------
(in thousands)
Buildings and leasehold improvements...... $ 41,044 $ 49,596
Computers and equipment................... 59,315 53,321
Furniture and fixtures.................... 36,167 12,893
----------- -----------
136,526 115,810
Accumulated depreciation.................. (59,242) (47,025)
----------- -----------
$ 77,284 $ 68,785
=========== ===========
Depreciation expense totaled $16.0 million, $12.4 million and $10.3 million
in 1999, 1998 and 1997, respectively.
6. Goodwill and Other Intangible Assets:
Goodwill and other intangible assets consist of the following:
As of December 31,
------------------------
1999 1998
----------- -----------
(in thousands)
Goodwill.................................. $ 157,856 $ 62,318
Costs of lists and contractual covenant... 10,985 15,661
License agreements........................ 3,253 2,284
----------- -----------
172,094 80,263
Accumulated amortization.................. (15,033) (14,400)
----------- -----------
$ 157,061 $ 65,863
=========== ===========
107
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
Goodwill arose from purchase acquisitions at certain of the Pooled Entities
prior to their respective mergers with the Company and from the Company's 1999,
1998 and 1997 purchase business combinations.
Amortization expense of goodwill and other intangible assets totaled $11.5
million, $4.7 million and $3.0 million in 1999, 1998 and 1997, respectively.
7. Debt:
Long-Term Borrowings
Long-term borrowings consist of the following:
<TABLE>
<CAPTION>
As of December 31,
----------------------
1999 1998
---------- ----------
(in thousands)
<S> <C> <C>
Notes, principally acquisition related, 7%-8%, due January
2000 and 2002............................................................. $ 1,488 $ 1,297
Belgian bank debt, 6.6% weighted average rate, due various dates
through March 31, 2002..................................................... 73 346
Obligations under license agreement, 7.25% imputed rate.................... -- 1,058
Other...................................................................... 21 --
---------- ----------
1,582 2,701
Current maturities of long-term borrowings................................. (551) (1,085)
---------- ----------
$ 1,031 $ 1,616
========== ==========
</TABLE>
In addition to the debt listed above, approximately $4.5 million in debt
with a weighted average interest rate of 8.6%, primarily classified as current
as of December 31, 1996, was paid in full during 1997.
Both foreign and domestic term debt from banking and financing institutions
is secured by the assets of those subsidiaries.
Future minimum payments as of December 31, 1999, on long-term borrowings,
excluding capital leases, are as follows (in thousands):
2000 ......................... $ 551
2001 ......................... 429
2002 ......................... 373
2003 ......................... 110
2004 ......................... 119
--------
Total....................... $ 1,582
========
108
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
Related Party Borrowings
Related party borrowings consist of the following:
<TABLE>
<CAPTION>
As of December 31,
---------------------
1999 1998
--------- ---------
(in thousands)
<S> <C> <C>
Note payable, acquisition related, 7%, due September 30, 2002.................... $ 7,381 $ 7,504
Note payable, acquisition related, 5% for first two years and 7% during third
year, due February 18, 2001................................................... 1,350 1,420
--------- ---------
8,731 8,924
Current maturities of related party borrowings................................... -- --
--------- ---------
$ 8,731 $ 8,924
========= =========
</TABLE>
In addition to the debt listed above, approximately $10.6 million in
related party debt with a weighted average interest rate of 8.3% and with
maturities that extended to 2008 was paid in full during 1997.
Lines of Credit
Lines of credit consist of the following:
<TABLE>
<CAPTION>
As of December 31,
---------------------
1999 1998
--------- ---------
(in thousands)
<S> <C> <C>
U.S. bank line of credit, prime rate plus 0.5% (9% at December 31, 1999), $2.3 $ 192 $ 1,825
million maximum borrowing limit, maturing January 1, 2000..................
Belgian bank line of credit, 3.9% interest rate, $31.5million BEF maximum
borrowing limit (approximately $785,000 at December 31, 1999) renewable
monthly.................................................................... 778 --
U.S. bank line of credit, prime rate or LIBOR plus a margin ranging from
0.875% to 1.875% (average weighted interest rate of 7.725% at December 31,
1999), $195 million maximum borrowing limit, maturing August 27, 2003..... 156,651 --
--------- ---------
157,621 1,825
Current maturities of lines of credit......................................... (970) (1,825)
--------- ---------
$ 156,651 $ --
========= =========
</TABLE>
In addition to the above lines of credit, one subsidiary maintains an
unsecured line of credit that is used exclusively for the issuance of letters of
credit. The facility has a $10 million maximum limit that is guaranteed by
Snyder Communications, Inc. Letters of credit totaling $8.6 million are
currently outstanding under the agreement, which expires on December 31, 2003.
SNC maintains various lines of credit with banking and financial
institutions, requiring the consolidated group to meet restrictive covenants
concerning net worth and debt service coverage. In aggregate, SNC had lines of
credit available for $208.1 million with interest rates ranging from 3.9% to
9.0% at December 31, 1999.
109
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
8. Income Taxes:
SNC's income tax provision includes the following components:
For the Years Ended December 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(in thousands)
Current:
U.S.--Federal............. $ 18,792 $ 10,737 $ 5,330
U.S.--State and city...... 4,309 2,660 2,490
Foreign................... 3,071 6,984 2,462
-------- -------- --------
26,172 20,381 10,282
-------- -------- --------
Deferred:
U.S.--Federal............. 5,726 (5,398) (4,492)
U.S.--State and city...... 1,313 (1,402) (1,217)
Foreign................... (194) 1,391 (623)
-------- -------- --------
6,845 (5,409) (6,332)
-------- -------- --------
Income tax provision..... $ 33,017 $ 14,972 $ 3,950
======== ======== ========
The provision for taxes on income from continuing operations differs from
the amount computed by applying the U.S. federal income tax rate as a result of
the following:
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1999 1998 1997
-------- -------- ---------
<S> <C> <C> <C>
Taxes at statutory U.S. federal income tax rate....... 35.00% 35.00% 35.00%
Income taxed directly to owners....................... 1.60 (7.67) 14.83
State and city income taxes, net of federal tax
benefit.......................................... 5.21 3.95 (10.89)
Foreign tax rate differential......................... (9.27) (9.55) 11.26
Dividends on mandatorily redeemable preferred
stock............................................ -- -- (1.34)
Goodwill amortization................................. 2.43 0.63 (1.13)
Acquisition costs and other permanent differences..... 16.22 18.85 (79.19)
-------- -------- --------
Effective tax rate............................... 51.19% 41.21% (31.46)%
======== ======== ========
</TABLE>
Deferred income taxes are recorded based upon differences between the financial
statement and tax bases of assets and liabilities. As of December 31, 1999 and
1998, temporary differences that give rise to the deferred tax assets and
liabilities consist of the following (in thousands):
110
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
As of December 31,
----------------------
1999 1998
--------- ---------
(in thousands)
Reserve for doubtful accounts............... $ 1,668 $ 3,616
Accrued expenses............................ 5,449 4,349
Intangible assets........................... 80,199 85,091
Deferred compensation....................... 4,072 4,102
Tax losses of subsidiaries.................. 5,645 1,964
Tax benefit of capital losses............... 1,202 1,202
Other....................................... 13,916 7,934
--------- ---------
Gross deferred tax assets................... 112,151 108,258
--------- ---------
Property and equipment...................... (3,077) (1,131)
Revenue recognition......................... (746) (1,180)
Other ...................................... (2,606) (2,594)
--------- ---------
Gross deferred tax liabilities.............. (6,429) (4,905)
--------- ---------
Valuation allowance......................... (3,167) (3,167)
--------- ---------
Net deferred tax asset...................... $ 102,555 $ 100,186
========= =========
Several of SNC's subsidiaries have capital and operating loss tax
carryforwards that can be realized only if these subsidiaries generate taxable
capital gains or operating income, respectively. At December 31, 1999 and 1998,
management determined that a valuation allowance against the deferred tax asset
associated with these tax losses was required for one of these subsidiaries.
Management continually assesses whether SNC's deferred tax asset is realizable
and believes that the deferred tax asset, net of the valuation allowance, is
realizable at December 31, 1999.
SNC will receive a future benefit arising from the tax treatment of three
of SNC's taxable mergers completed in 1998. In accordance with generally
accepted accounting principles, as a result of the mergers being accounted for
as poolings of interests, SNC recorded a net estimated future tax benefit of
approximately $76.9 million as a credit to stockholders' equity during the year
ended December 31, 1998.
At December 31, 1999, cumulative undistributed earnings of SNC's foreign
subsidiaries were approximately $43.4 million. No provision for U.S. income
taxes or foreign withholding taxes has been made since SNC considers the
undistributed earnings to be permanently invested in the foreign countries.
Determination of the amount of unrecognized deferred tax liability, if any, for
the cumulative undistributed earnings of the foreign subsidiaries is not
practicable since it would depend upon a number of factors which cannot be known
until such time as a decision to repatriate the earnings is made.
9. Non-Recurring Costs:
SNC recorded $19.6 million of non-recurring costs during 1999. These costs
include: (a) a $14.3 million non-cash charge related to a payment made to the
former owners of Media Syndication Global in the form of 1,171,223 shares of
Snyder Communications common stock in exchange for the release of any and all
claims against Snyder Communications, Inc. relating to the merger transaction;
the payment was not provided for in the purchase agreement and is not part of
the purchase price for accounting purposes; (b) $5.8 million of costs related to
the October 22, 1999 Recapitalization of Snyder Communications, Inc., consisting
of investment banking fees, legal and accounting fees, employee bonuses, SEC
filing fees, printing fees and other related costs; (c) a reduction of $2.0
million in previously recorded acquisition and related costs due to a revision
of estimated amounts; and (d) a $1.5 million charge for consulting and related
costs necessary to consolidate and integrate certain of SNC's acquired
operations in the U.S. under the plan initiated in the
111
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
fourth quarter of 1998 and discussed below.
SNC recorded $39.5 million in non-recurring costs during 1998. $36.3
million of these costs are related to the consummation of 1998 mergers and
consist of investment banking fees, expenses associated with the accelerated
vesting of options held by employees of certain of SNC's acquirees, other
professional service fees, transfer taxes and other contractual payments. In
addition, $2.6 million was recorded for costs necessary to consolidate and
integrate certain of SNC's acquired operations in the U.S. Four locations have
been combined into two. The $2.6 million charge consists of approximately $1.6
million of severance and other costs associated with the termination of 42
employees, and $1.0 million of fees incurred for other costs related to these
integration activities. The integration did not result in a headcount reduction.
Most of the terminated employees elected not to relocate and were replaced. As
of December 31, 1999, 46 employees had terminated employment with SNC and the
liability had been reduced to $0. Non-recurring costs also include compensation
to stockholders of $0.6 million. Prior to their merger with SNC, certain
stockholders of the acquired companies received annual compensation in their
roles as managers in excess of amounts that they will receive pursuant to
employment agreements they have entered into with SNC. The excess amount is
recorded as non-recurring costs in the periods prior to the mergers. SNC records
no compensation to stockholders following an acquisition.
SNC recorded $49.0 million in non-recurring costs during 1997. $31.4
million of these costs relate to the consummation of the 1997 mergers and
consist primarily of investment banking fees, other professional service fees,
certain U.K. excise and transfer taxes, a noncash charge of approximately $9.1
million related to the accelerated vesting of the options held by employees of
one of SNC's acquirees, and $5.3 million for the write-off of deferred license
fees and the accrual of a liability to resolve outstanding litigation. Both the
write-off of the deferred fees and the accrual of the liability were recorded
due to changes in fact that resulted from the mergers. Non-recurring costs also
includes $12.4 million of compensation to stockholders and $5.2 million in ESOP
expense for employees of one of the acquired companies.
The integration costs recorded in 1999 and 1998 were recorded in accordance
with Emerging Issues Task Force No. 94-3 "Liability Recognition for Costs to
Exit an Activity (including Certain Costs Incurred in a Restructuring)" ("EITF
94-3"). Additional expenses for SNC's integration activities recorded in 1999
represent additional costs incurred that did not qualify for accrual at December
31, 1998 in accordance with EITF 94-3.
The following table summarizes the activity in the integration activities
liability account:
<TABLE>
<CAPTION>
Beginning Deductions for Balance at End
Balance Additions Amounts Paid of Period
--------- --------- -------------- --------------
<S> <C> <C> <C> <C>
Year Ended December 31, 1999......... $ 2,320 $ 1,540 $ 3,860 $ --
Year Ended December 31, 1998......... $ -- $ 2,625 $ 305 $ 2,320
</TABLE>
10. Employee Benefits:
One of SNC's subsidiaries in the U.K. operates a retirement benefit plan,
which is a funded defined benefit plan available to all employees. The assets of
the plan are held separately from those of the subsidiary and are invested in
managed funds principally comprised of equity securities. Plan benefits are
based on years of service and compensation levels at the time of retirement. The
funding of the plan is determined following consultation with actuaries using
the projected unit credit method.
For purposes of these combined financial statements, the actuarial value of
the plan's liabilities has been estimated using the available actuarial
valuations, and the plan's asset values reflect the actual market
112
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
value of those assets at each balance sheet date based on records maintained by
the plan's trustees. The most recent actuarial update of the plan's liabilities
was performed as of December 31, 1999. The significant assumptions used and the
funded status of the plan are set out in the tables below.
<TABLE>
<CAPTION>
Significant Assumptions
-------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Discount rate...................................... 6.25% 5.5% 6.75%
Expected long-term rate of return on plan assets... 7.25 6.5 7.75
Rate of increase in compensation................... 4.25 4.0 5.25
</TABLE>
Net Periodic Pension Cost
Net periodic pension cost is determined using the assumptions as of the
beginning of the year and is comprised of the following:
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1999 1998 1997
--------- --------- ---------
(in thousands)
<S> <C> <C> <C>
Service cost ........................................ $ 1,420 $ 1,375 $ 1,360
Interest cost on projected benefit obligation........ 1,145 1,177 1,065
Expected return on plan assets....................... (1,436) (1,392) (2,899)
Net amortization of unrecognized net loss and
deferral of actual return on plan assets............. -- -- 1,638
--------- --------- ---------
Net periodic pension cost............................ $ 1,129 $ 1,160 $ 1,164
========= ========= =========
</TABLE>
Funded Status
The funded status is determined using the assumptions as of the end of the
year and is reflected as follows:
<TABLE>
<CAPTION>
As of December 31,
-------------------
1999 1998
-------- --------
(in thousands)
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year............ $ 20,947 $ 17,502
Service cost ...................................... 1,420 1,375
Interest cost...................................... 1,145 1,177
Plan participants' contributions.................. 567 646
Actuarial gain.................................... 1,129 1,143
Benefits paid..................................... (890) (464)
-------- --------
Benefit obligation at end of year................. $ 24,318 $ 21,379
======== ========
Change in plan assets:
Fair value of plan assets at beginning of year.... $ 21,319 $17,321
Actual return on plan assets...................... 5,597 2,913
Employee contribution............................. 567 646
Employer contribution............................. 1,488 1,342
Benefits paid..................................... (890) (464)
-------- --------
Fair value of plan assets at end of year.......... $ 28,081 $ 21,758
======== ========
</TABLE>
SNC maintains defined contribution benefit plans. Pension and profit
sharing costs related to these plans amounted to approximately $3.8 million,
$1.6 million, and $1.0 million for 1999, 1998 and 1997,
113
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
respectively
During 1999, Snyder Communications, Inc. established an employee stock
purchase plan (the "ESPP") pursuant to which SNC may make available for sale to
its employees shares of either SNC common stock or Circle.com common stock at a
price equal to 85% of the lower of the market value on the first or last day of
each calendar quarter. The ESPP is intended to give SNC employees the
opportunity to purchase shares of common stock through payroll deductions. A
maximum of 2.5 million SNC shares and 625,000 Circle.com shares may be purchased
by Snyder Communications employees under the ESPP. During 1999 a total of 21,250
shares of SNC common stock were issued under the ESPP.
11. Discontinued Operations:
Ventiv Health, Inc.
On June 22, 1999, Snyder Communications' Board of Directors approved a plan
to effect the Distribution of 100% of the shares of common stock of a newly
formed wholly owned subsidiary, Ventiv Health, Inc., ("Ventiv"), to Snyder
Communications' stockholders (the "Spin-off"). Shares of Ventiv common stock
were distributed on the basis of one share of Ventiv for every three shares of
existing Snyder Communications common stock on September 27, 1999 to
stockholders of record as of September 20, 1999. Following the Distribution,
Ventiv became an independent, publicly traded corporation. Accordingly, the
results of Ventiv have been reclassified from amounts previously reported, and
are stated separately in the accompanying combined financial statements as
discontinued operations. Summarized financial information of the discontinued
Ventiv operations is presented in the following tables:
Earnings from discontinued Ventiv operations included in the accompanying
combined statement of income are as follows (in thousands):
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
January 1,
1999
through
spin-off 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Revenues................................................. $ 254,159 $ 321,500 $ 208,967
Operating expenses:
Cost of services.................................... 208,393 236,047 156,346
Selling, general and administrative expenses........ 35,253 43,029 32,787
Non-recurring costs................................. 7,435 27,664 25,569
--------- --------- ---------
Income (loss) from operations............................ 3,078 14,760 (5,735)
Interest income (expense), net........................... 315 (465) (1,049)
--------- --------- ---------
Income (loss) from operations before income taxes........ 3,393 14,295 (6,784)
Income tax provision..................................... 1,635 12,849 1,934
--------- --------- ---------
Net income (loss)........................................ $ 1,758 $ 1,446 $ (8,718)
========= ========= =========
Ventiv distribution costs, net of tax.................... (13,320) -- --
Loss of BWA (discussed below)............................ -- -- (1,507)
--------- --------- ---------
Net income (loss) from discontinued operations........ $ (11,562) $ 1,446 $ (10,225)
========= ========= =========
</TABLE>
114
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
The components of net assets of discontinued Ventiv operations included in
the accompanying combined balance sheet are as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Cash and equivalents..................................................... $ 25,664
Accounts receivable, net................................................. 43,521
Unbilled services........................................................ 15,212
Other.................................................................... 11,052
------------
Total current assets................................................ 95,449
------------
Lines of credit.......................................................... 198
Accounts payable and accrued expenses.................................... 60,393
Unearned revenue......................................................... 8,446
Other.................................................................... 1,965
------------
Total current liabilities........................................... 71,002
------------
Net current assets.................................................. 24,447
------------
Property and equipment, net.............................................. 10,028
Goodwill and other intangibles........................................... 80,728
Other.................................................................... 7,439
------------
Total long-term assets.............................................. 98,195
Total long-term liabilities......................................... 2,915
------------
Net long-term assets................................................ 95,280
------------
Total net assets of discontinued operations......................... $119,727
============
</TABLE>
The cash flow provided by discontinued Ventiv operations was as follows (in
thousands):
<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------
January 1,
1999
through
spin-off 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Operating activities of discontinued operations:
Income (loss) from discontinued operations........................ $ (342) $ 1,446 $ (8,718)
Adjustments to reconcile income (loss) from discontinued
operations to net cash provided by (used in) operating
activities..................................................... 13,780 9,133 (2,308)
Net change in assets and liabilities.............................. (14,630) (11,800) 9,102
---------- ---------- ----------
Net cash used in operating activities............................. (1,192) (1,221) (1,924)
---------- ---------- ----------
Net cash used in investing activities............................. (5,575) (7,190) (3,576)
---------- ---------- ----------
Investments and advances from Snyder Communications............... 22,636 42,753 (167)
Other financing activities........................................ (2,307) (26,917) 16,618
---------- ---------- ----------
Net cash provided by financing activities......................... 20,329 15,836 16,451
---------- ---------- ----------
Net cash provided by discontinued operations
Before effect of exchange rate changes on cash and equivalents. 13,562 7,425 10,951
Effect of exchange rate changes on cash and equivalents........... (1,430) 199 (177)
---------- ---------- ----------
Cash flow provided by discontinued operations..................... $ 12,132 $ 7,624 $ 10,774
========== ========== ==========
</TABLE>
115
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
During 1999 through the date of the spin-off, Ventiv recorded $7.4 million
in non-recurring acquisition and related costs. Included in this amount is $5.7
million related to a payment made by Ventiv, in the form of 695,304 shares of
Ventiv common stock to the prior owners of PromoTech Research Associates
("PromoTech") in exchange for the release of any and all claims against Snyder
or Ventiv related to the purchase of PromoTech. The payment was not provided for
in the purchase agreement and is not part of the purchase price for accounting
purposes. In addition, the $7.4 million expense includes a charge of
approximately $1.7 million for costs necessary to consolidate and integrate
certain of Ventiv's acquired operations in the U.S., U.K. and France under the
plan initiated in 1998. The charge recorded in 1999 consists of $1.3 million in
severance and related costs associated with the termination of 23 employees and
$0.4 million in consulting services and other costs related to these integration
activities.
During the year ended December 31, 1998, Ventiv recorded a charge of
approximately $10.7 million for costs necessary to consolidate and integrate
certain of its acquired operations in the U.S., the U.K. and France.
Approximately nine locations were combined into four, and the efforts did not
have a significant impact on Ventiv's workforce. The charge consists of
approximately $4.1 million to consolidate and terminate lease obligations, $5.3
million of severance and other costs associated with the termination of 142
employees, and $1.3 million of fees incurred for consulting services and other
costs related to these integration activities. The employees who were terminated
are primarily redundant operations and administrative personnel, as well as one
underutilized sales team in the U.K. As of the date of the spin-off, 165
employees had terminated employment with SNC and $11.4 million had been charged
against the total liability, including $6.6 million in severance and related
payments.
The following table summarizes the activity in the Ventiv integration
activities liability account:
<TABLE>
<CAPTION>
Beginning Deductions for Balance at
Balance Additions Amounts Paid End of Period
---------- --------- -------------- ---------------
<S> <C> <C> <C> <C>
1999 through spin-off................ $ 7,971 $ 1,696 $ 8,679 $ 988
Year Ended December 31, 1998......... $ -- $ 10,654 $ 2,683 $ 7,971
</TABLE>
During 1999, Ventiv completed the acquisition of PromoTech Research
Associates, Inc. ("PromoTech") (March 25, 1999). The total consideration paid
was $16.3 million and consisted of 583,431 shares of Snyder common stock. This
purchase business combination has resulted in additional goodwill of $18.1
million. During 1998, Ventiv completed purchase business combinations, including
CLI Pharma S.A. ("CLI Pharma") (March 25, 1998) and Healthcare Promotions, LLC
("HCP") (February 13, 1998), for total consideration paid of approximately $64.0
million (1,211,029 shares of Snyder common stock and $4.3 million in net cash).
Based upon an allocation of purchase consideration, these purchase business
combinations have resulted in additional goodwill of approximately $55.7
million. The following table presents pro forma financial information as if the
1999 purchase of PromoTech and the 1998 purchases of HCP and CLI Pharma had been
consummated at the beginning of each of the periods presented and all of the
Company's operations had been taxed as a C corporation.
<TABLE>
<CAPTION>
January 1, 1999 For the Year
through Ended December
spin-off 31,1998
------------------- -------------------
(unaudited)
(In thousands)
<S> <C> <C>
Pro forma revenues.............. $ 256,086 $ 335,628
Pro forma net income (loss)..... $ (53) $ 2,113
</TABLE>
116
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
Bob Woolf Associates, Inc.
On October 24, 1997, the Board of Directors of one of the 1998 acquirees
approved the spin-off of its sports management operations, which were carried on
by Bob Woolf Associates, Inc. ("BWA"), a wholly owned subsidiary. The acquiree
purchased BWA in May 1996. The spin-off was executed in the form of a dividend
to the acquiree's stockholders of record on October 31, 1997, whereby each
stockholder received one share of BWA for each share of the acquiree's common
stock held.
The net losses of BWA prior to October 31, 1997 are included in the
accompanying combined statement of income as discontinued operations and totaled
$1.5 million in 1997. Revenues from BWA were approximately $2.0 million for the
ten months ended October 31, 1997.
12. Leases:
SNC leases certain facilities, office equipment and other assets. The
following is a schedule of future minimum lease payments for capital leases and
for operating leases at December 31, 1999 (in thousands):
<TABLE>
<CAPTION>
Capital Operating
Years Ending December 31, Leases Leases
------------------------- --------- ---------
<S> <C> <C>
2000 $ 977 $ 20,638
2001 526 18,211
2002 270 16,347
2003 139 12,216
2004 -- 8,046
Thereafter -- 34,592
--------- ---------
Total minimum lease payments.............. 1,912 $ 110,050
=========
Less: Amount representing interest........ (190)
---------
Total obligation under capital leases..... 1,722
Less: Current portion..................... (921)
---------
Long-term portion......................... $ 801
=========
</TABLE>
Property and equipment, net, on the accompanying combined balance sheet
includes $1.7 million and $3.7 million for equipment purchased under capital
leases as of December 31, 1999 and 1998, respectively.
Rental expense for all operating leases was approximately $22.4 million,
$18.3 million and $15.0 million for the years ended December 31, 1999, 1998 and
1997, respectively.
13. Commitments and Contingencies:
Snyder Communications and SNC have entered into employment agreements with
certain key executives and consulting agreements with certain former executives
that call for guaranteed minimum salaries and bonuses for varying terms.
One of SNC's U.S. subsidiaries has standby letters of credit with a bank,
secured by compensating
117
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
balance arrangements, totaling $6.0 million. The standby letters of credit renew
annually and interest is charged at a rate of 1.25% per year.
Snyder Communications and SNC are subject to lawsuits, investigations and
claims arising out of the conduct of its business, including those related to
commercial transactions, contracts, government regulation and employment
matters. Certain claims, suits and complaints have been filed or are pending
against Snyder Communications. In the opinion of management and based on the
advice of legal counsel, all matters are without merit or are of such kind, or
involve such amounts, as would not have a material effect on the financial
position or results of operations of Snyder Communications or SNC if disposed of
unfavorably.
14. Related Parties:
SNC's headquarters office space is leased from a third party, in which one
of the nonemployee directors of Snyder has a minority ownership interest. Rent
paid under this lease was $1.2 million, $1.1 million and $2.4 million in 1999,
1998 and 1997, respectively.
SNC produced a WallBoard(R) information display for which a publication
beneficially owned by certain nonemployee directors of Snyder Communications is
one of the sponsors. Revenues earned under this program were $2.0 million in
1997.
In December 1997, SNC entered into a software license agreement with a
company in which certain nonemployee directors of Snyder Communications are
directors and in which they own a minority interest. SNC paid approximately $2.5
million for the license and related equipment.
SNC performs certain administrative functions, under an interim services
agreement, on behalf of Ventiv Health, Inc., a company in which certain
directors of Snyder Communications are directors. The balance owed from Ventiv
Health, Inc. at December 31, 1999 is approximately $0.6 million. No interest is
being charged on these outstanding amounts.
15. Geographic Information:
SNC operates in one reportable segment as a provider of direct marketing,
advertising and communications services. Revenues by geographic area were as
follows:
<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------
1999 1998 1997
---------- ---------- ----------
(in thousands)
<S> <C> <C> <C>
Revenues:
United States $ 429,279 $ 324,477 $ 292,740
Europe 174,271 155,812 104,765
---------- ---------- ----------
Total $ 603,550 $ 480,289 $ 397,505
========== ========== ==========
</TABLE>
118
<PAGE>
SNC
NOTES TO COMBINED FINANCIAL STATEMENTS - (Continued)
16. Selected Quarterly Financial Data (unaudited, in thousands):
The following table summarizes financial data by quarter for SNC for 1999
and 1998, giving effect to the Acquisitions as if they had occurred at the
beginning of the earliest period presented.
<TABLE>
<CAPTION>
1999 Quarter Ended
---------------------------------------------------------------------
March 31 June 30 September 30 December 31 Total
------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Revenues..................................... $132,732 $154,656 $156,001 $160,161 $603,550
Gross profit................................. 45,824 49,381 43,785 52,959 191,949
Income (loss) from continuing operations..... 14,696 15,222 (5,898) 7,468 31,488
Income (loss) from discontinued operations... 5,090 7,549 (24,201) -- (11,562)
Net income (loss)............................ 19,786 22,771 (30,099) 7,468 19,926
Pro forma income (loss) from continuing
operations............................... 14,696 15,222 (4,865) 7,468 32,521
<CAPTION>
1998 Quarter Ended
---------------------------------------------------------------------
March 31 June 30 September 30 December 31 Total
------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Revenues..................................... $107,841 $115,518 $125,444 $131,486 $480,289
Gross profit................................. 37,667 39,276 43,332 45,759 166,034
Income (loss) from continuing operations..... (4,244) 10,885 14,134 587 21,362
Income (loss) from discontinued operations... (4,052) 6,670 (3,771) 2,599 1,446
Net income (loss)............................ (8,296) 17,555 10,363 3,186 22,808
Pro forma income (loss) from continuing
operations................................ (6,364) 10,484 13,653 803 18,576
</TABLE>
The pro forma amounts include a provision for federal and state income
taxes as if SNC had been a taxable C corporation for all periods presented.
17. Subsequent Events to December 31, 1999 Financial Statements:
On February 20, 2000, Havas Advertising ("Havas"), HAS Acquisition Corp.
and Snyder Communications, Inc. entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which HAS Acquisition Corp. will be merged
with and into Snyder Communications, with Snyder Communications surviving as a
subsidiary of Havas (the "Merger"). Under the terms of the Merger Agreement,
holders of SNC common stock will receive American Depositary Shares of Havas
("Havas ADSs"), the number of which will be based on a formula which values the
SNC common stock at $29.50 per share, and which will value the Havas ADSs (one
ADS to be equal to a fraction of a share of Havas stock) based on an average
closing sale price of the Havas stock on the Premier Marche of the Bourse de
Paris for the 20 days ending on the date immediately prior to the Merger,
subject to a minimum and maximum amount. The Circle.com common stock will remain
outstanding. The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of each of Snyder Communications and
Havas and receipt of all required regulatory approvals. The items included in
the notes to the combined financial statements do not address any impact that
the Merger could have on the financial condition or results of operation of
Snyder Communications or SNC.
119
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Snyder Communications, Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the combined financial statements of SNC (a business unit of
Snyder Communications, Inc. as defined in Note 1 to the combined financial
statements), included in this Form 10-K and have issued our report thereon dated
February 18, 2000. Our audits were made for the purpose of forming an opinion on
the basic combined financial statements taken as a whole. Schedule II Valuation
and Qualifying Accounts included in this Form 10-K is the responsibility of
Snyder Communications, Inc.'s management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic combined financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic combined financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
combined financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Vienna, Virginia
February 18, 2000
120
<PAGE>
SNC
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
(In thousands)
<TABLE>
<CAPTION>
Deductions from
Additions Reserve for
Balance at Charged to Purpose for
Beginning Cost and Which Reserve Translation Balance at
of Year Expense was Created Adjustment End of Year
--------- --------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
1999 allowance for doubtful
accounts................... $ 6,629 $ 5,377 $ 5,320 $ (20) $ 6,666
1998 allowance for doubtful
accounts................... 3,806 3,461 731 93 6,629
1997 allowance for doubtful
accounts................... 1,999 3,105 1,430 132 3,806
<CAPTION>
Balance at
Beginning Deductions for Translation Balance at
of Year Additions Amounts Paid Adjustment End of Year
--------- --------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
1999 accrual for integration
activities................. $ 2,320 $ 1,540 $ 3,860 $ -- $ --
1998 accrual for integration
activities................. -- 2,625 -- -- 2,320
1997 accrual for integration
activities................. -- -- -- -- --
</TABLE>
121
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Snyder Communications, Inc.:
We have audited the accompanying combined balance sheets of Circle.com (a
business unit of Snyder Communications, Inc. as defined in Note 1 to the
combined financial statements), as of December 31, 1999 and 1998, and the
related combined statements of operations, changes in group equity and cash
flows for each of the years in the three year period ended December 31, 1999.
These combined financial statements are the responsibility of Snyder
Communications, Inc.'s management. Our responsibility is to express an opinion
on these combined financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the combined financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Circle.com as of
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the years in the three year period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
Circle.com is a business unit of Snyder Communications, Inc. whose
consolidated financial statements are presented herein. Reference should be made
to Note 1 of the accompanying combined financial statements.
ARTHUR ANDERSEN LLP
Vienna, Virginia
February 18, 2000 (except with respect to the matter discussed in Note 12, as to
which the date is February 20, 2000)
122
<PAGE>
CIRCLE.COM
(Circle.com represents the businesses that comprise Snyder Communications,
Inc.'s Internet professional services business.)
COMBINED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
December 31,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash........................................................................ $ 2,024 $ --
Marketable securities....................................................... 9 --
Accounts receivable, net of allowance for doubtful accounts of $858 and
$402 at December 31, 1999 and 1998, respectively......................... 11,982 2,151
Receivables from pass-through costs......................................... 1,122 2,851
Unbilled services........................................................... 1,082 251
Current portion of deferred tax asset....................................... 186 162
Income tax receivable....................................................... 2,572 --
Other current assets........................................................ 449 219
---------- ----------
Total current assets..................................................... 19,426 5,634
---------- ----------
Property and equipment, net................................................... 7,957 1,582
Goodwill, net................................................................. 83,842 6,425
Deferred tax asset............................................................ 436 --
Deposits and other assets..................................................... 1,314 56
---------- ----------
Total assets............................................................. $ 112,975 $ 13,697
========== ==========
LIABILITIES AND INVESTMENTS AND ADVANCES FROM SNYDER COMMUNICATIONS
Current liabilities:
Accrued payroll............................................................. $ 2,602 $ 1,086
Accounts payable............................................................ 3,134 1,475
Accrued expenses............................................................ 11,112 1,497
Client advances............................................................. 1,365 493
Unearned revenue............................................................ 1,207 --
Payable to SNC.............................................................. 7,613 --
---------- ----------
Total current liabilities................................................ 27,033 4,551
---------- ----------
Long term debt................................................................ 23,349 --
Long term obligations under capital leases.................................... 401 --
Deferred tax liability........................................................ -- 40
Commitments and contingencies
Investments and advances from Snyder Communications........................... 62,192 9,106
---------- ----------
Total liabilities and investments and advances from Snyder
Communications.......................................................... $ 112,975 $ 13,697
========== ==========
</TABLE>
The accompanying notes are an integral part of this combined balance sheet.
123
<PAGE>
CIRCLE.COM
(Circle.com represents the businesses that comprise Snyder Communications,
Inc.'s Internet professional services business.)
COMBINED STATEMENT OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Net revenues................................................... $ 35,726 $ 13,514 $ 5,567
Operating expenses:
Professional services..................................... 21,990 7,114 3,044
Office and general........................................ 27,177 5,902 3,621
Non-recurring costs....................................... 3,825 -- --
--------- --------- ---------
Income (loss) from operations.................................. (17,266) 498 (1,098)
Interest expense, net, including amounts to SNC of $71 for the
year ended December 31, 1999................................ (646) -- --
--------- --------- ---------
Income (loss) before income taxes.............................. (17,912) 498 (1,098)
Income tax provision (benefit)................................. (3,522) 500 (968)
--------- --------- ---------
Net loss.................................................. $ (14,390) $ (2) $ (130)
========= ========= =========
</TABLE>
The accompanying notes are an integral part of this combined statement of
operations.
124
<PAGE>
CIRCLE.COM
(Circle.com represents the businesses that comprise Snyder Communications,
Inc.'s internet professional service business.)
COMBINED STATEMENT OF CHANGES IN GROUP EQUITY
(in thousands)
<TABLE>
<CAPTION>
Other
Retained Comprehensive
Other Earnings Income (Loss) Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1996................ $ 1,010 $ (240) $ -- $ 770
Net loss.................................. -- (130) -- (130)
Foreign currency translation adjustment... -- -- (4) (4)
Capital contribution...................... 895 -- 895
------------- ------------- ------------- -------------
Balance at December 31, 1997................ 1,905 (370) (4) 1,531
------------- ------------- ------------- -------------
Net loss.................................. -- (2) -- (2)
Foreign currency translation adjustment... -- -- (9) (9)
Capital contribution...................... 7,586 -- -- 7,586
------------- ------------- ------------- -------------
Balance at December 31, 1998................ 9,491 (372) (13) 9,106
------------- ------------- ------------- -------------
Net loss.................................. -- (14,390) -- (14,390)
Foreign currency translation adjustment... -- -- 6 6
Capital contribution...................... 68,007 -- -- 68,007
Unrealized gain on marketable securities.. -- -- 4 4
Loan to employees for purchase of stock... (541) -- -- (541)
------------- ------------- ------------- -------------
Balance at December 31, 1999................ $ 76,957 $ (14,762) $ (3) $ 62,192
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of this combined statement of
changes in group equity.
125
<PAGE>
CIRCLE.COM
(Circle.com represents the businesses that comprise Snyder Communications,
Inc.'s internet professional service business.)
COMBINED STATEMENT OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss........................................................... $ (14,390) $ (2) $ (130)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization.................................. 4,824 557 193
Deferred taxes................................................. (420) (104) (18)
Changes in assets and liabilities:
Accounts receivable, net....................................... (7,453) (923) (642)
Receivables from pass-through costs............................ 1,729 (870) (375)
Payable to SNC................................................. 7,613 -- --
Unbilled services.............................................. (663) (229) --
Taxes receivable............................................... (2,572) -- --
Other current assets........................................... 64 48 (17)
Deposits and other assets...................................... (1,144) (56) --
Accrued payroll, accounts payable and accrued expenses......... (2,778) 388 838
Client advances................................................ 872 493 --
Unearned revenue............................................... 405 -- (125)
--------- --------- ---------
Net cash used in operating activities...................... (13,913) (698) (276)
--------- --------- ---------
Cash flows from investing activities:
Purchase of property and equipment................................. (5,965) (1,232) (606)
Purchase of subsidiaries and other intangibles..................... (1,450) (636) --
Cash at acquired subsidiary........................................ 4,863 90 --
--------- --------- ---------
Net cash used in investing activities...................... (2,552) (1,778) (606)
--------- --------- ---------
Cash flows from financing activities:
Investment and advances from Snyder Communications, net............ 20,535 2,491 895
Loans to employees for purchase of stock ......................... (541)
Payment on capital lease obligations.............................. (210)
Net borrowings (repayments) of line of credit...................... (1,301) -- --
--------- --------- ---------
Net cash provided by financing activities.................. 18,483 2,491 895
--------- --------- ---------
Effect of exchange rate changes........................................ 6 (15) (13)
Net increase in cash and equivalents................................... 2,024 -- --
Cash and equivalents, beginning of period.............................. -- -- --
--------- --------- ---------
Cash and equivalents, end of period.................................... $ 2,024 $ -- $ --
========= ========= =========
Disclosure of noncash activities:
Businesses acquired with Snyder Communications common stock...... $ 47,655 $ 5,095 $ --
Assumption of debt for acquisition of subsidiaries............... 23,349 -- --
Cash paid during the period for interest......................... 2 -- --
Cash paid for income taxes....................................... 76 -- --
</TABLE>
The accompanying notes are an integral part of this combined statement of cash
flows.
126
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS
1. Organization, Basis of Presentation and Business:
Organization
Snyder Communications, Inc. ("Snyder Communications"), a Delaware
corporation, was incorporated on June 25, 1996, to continue the business
operations of Collegiate Marketing and Communications, L.P. Snyder
Communications completed an initial public offering of its common stock on
September 24, 1996. Snyder Communications provides direct marketing, advertising
and communications services and Internet professional services.
Circle.com is a business unit of Snyder Communications which consists of
the assets and operations of the Internet professional services part of Snyder
Communications' business. On June 22, 1999, the Board of Directors (the "Board")
of Snyder Communications approved a plan to effect the distribution (the
"Distribution") of Snyder Communications' healthcare marketing services business
to Snyder Communications' existing stockholders. Snyder Communications
consummated the Distribution on September 27, 1999 through a special dividend of
one share of common stock of a newly formed subsidiary, Ventiv Health, Inc., for
every three shares of existing Snyder Communications common stock.
The combined financial statements of Circle.com should be read in
conjunction with the consolidated financial statements of Snyder Communications
and the combined financial statements of SNC.
Capitalization of Snyder Communications, Inc.
On October 22, 1999 Snyder Communications completed a recapitalization (the
"Recapitalization") in which the existing Snyder Communications, Inc. common
stock was replaced by two new series of common stock: the "Circle.com common
stock" and the "SNC common stock." The Circle.com common stock separately tracks
the performance of Snyder Communications' Internet professional services
business unit, which Snyder Communications calls "Circle.com", and the SNC
common stock separately tracks the performance of the remaining Snyder
Communications businesses, which Snyder Communications calls its "SNC" business
unit, and a retained interest in Circle.com. Each share of existing Snyder
Communications common stock was converted at the time of the Recapitalization
into one share of SNC common stock and .25 of a share of Circle.com common
stock.
The SNC common stock and Circle.com common stock constitute common stock of
Snyder Communications, and the issuance of these classes of stock did not result
in any transfer of assets or liabilities of Snyder Communications or any of its
affiliates. Snyder Communications issued shares of Circle.com common stock
initially representing 80% of the equity value attributed to Circle.com. The
remaining 20% equity value attributed to Circle.com initially constituted SNC's
"retained interest" in Circle.com. The SNC retained interest had decreased to
16.6% at December 31, 1999 as a result of the issuance of additional shares of
Circle.com common stock following the Recapitalization.
Holders of Circle.com common stock and SNC common stock are stockholders of
a single company, Snyder Communications. Circle.com and SNC are not separate
legal entities. As a result, stockholders are subject to all of the risks
associated with an investment in Snyder Communications and all of its
businesses, assets, and liabilities. The issuance of Circle.com common stock and
SNC common stock and the allocation of the assets and liabilities between
Circle.com and SNC did not result in a distribution or spin-off of any assets or
liabilities of Snyder Communications and did not affect ownership of any assets
or responsibility for liabilities of Snyder Communications or any of its
subsidiaries. The assets of Snyder Communications attributed to Circle.com could
be subject to the liabilities of SNC, whether such liabilities arise from
lawsuits, contracts, or indebtedness attributable to SNC. If Snyder
Communications is unable to satisfy
127
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
SNC's liabilities out of assets attributed to it, Snyder Communications may be
required to satisfy these liabilities with assets attributed to Circle.com.
Financial effects arising from one group that affect Snyder Communications'
consolidated results of operations or financial condition could, if significant,
affect the results of operations or financial condition of the other group and
the market price of the common stock relating to the other group.
Basis of Presentation
The combined financial statements of Circle.com and SNC comprise all of the
accounts included in the corresponding consolidated financial statements of
Snyder Communications. The separate combined financial statements give effect to
the accounting policies implemented with the consummation of the
Recapitalization, including those applicable to the allocation of expenses. The
separate Circle.com and SNC combined financial statements have been prepared on
a basis that management believes to be reasonable and appropriate and reflect
(1) the combined financial position, results of operations, and cash flows of
the businesses that comprise the Snyder Communications' Circle.com and SNC
business units, with all significant intracompany (within SNC and Circle.com,
respectively) transactions and balances eliminated, (2) in the case of the
Circle.com combined financial statements, corporate assets and liabilities of
Snyder Communications and related transactions associated with or conducted by
Circle.com, including allocated portions of Snyder Communications' overhead and
administrative shared services and (3) in the case of SNC's combined financial
statements, all other corporate assets and liabilities and related transactions
of Snyder Communications, including allocated portions of Snyder Communications'
overhead and administrative shared services. Intercompany transactions between
Circle.com and SNC have not been eliminated in Circle.com's combined financial
statements, except in instances where they have not been realized by SNC.
Circle.com recorded $796,000 of revenue for services provided to SNC during
1999. There were no intercompany transactions in 1998 and 1997.
Investments and advances from Snyder Communications
Changes in investments and advances from Snyder Communications represent
the net loss of Circle.com, the comprehensive income (loss) of Circle.com, the
net change in cash transferred between Circle.com and Snyder Communications (or
previous owners with respect to the Pooled Entities prior to their merger with
Snyder Communications) and the effect of businesses acquired by Snyder
Communications in purchase transactions and contributed to Circle.com.
Pooling of Interests Transactions
Throughout 1998 and 1997, Snyder Communications completed acquisitions that
were accounted for as pooling of interests for financial reporting purposes.
Snyder Communications' consolidated financial statements have been retroactively
restated to reflect the consolidated financial position and consolidated results
of operations and cash flows of Snyder Communications and the pooled entities,
after elimination of all significant intercompany transactions, for all periods
presented, giving effect to the acquisitions as if they had occurred at the
beginning of the earliest period presented. A portion of these pooled entities
have been included in the combined operations of Circle.com.
The following details revenues and net income (loss) for each of the years
ended December 31, 1999, 1998 and 1997, of Circle.com and the portion of the
pooled entities included in Circle.com through the dates of their respective
acquisitions:
128
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
1999 1998 1997
---------- ---------- ----------
(in thousands)
<S> <C> <C> <C>
Revenues:
Circle.com....................................... $ 35,726 $ 13,037 $ 1,219
Pooled Entities.................................. -- 477 4,348
---------- ---------- ----------
$ 35,726 $ 13,514 $ 5,567
========== ========== ==========
Net Income (loss):
Circle.com....................................... $ (14,390) $ 284 $ (308)
Pooled Entities.................................. -- (286) 178
---------- ---------- ----------
$ (14,390) $ (2) $ (130)
========== ========== ==========
</TABLE>
Business
Circle.com is a provider of Internet professional services that create
Internet-based customer relationship management systems for its clients to
identify, acquire and retain customers. Circle.com's operations are conducted in
the United States and the United Kingdom.
There are important risks associated with Circle.com's business and
financial results. Circle.com has experienced operating losses since it began
operations and may not generate sufficient revenue from operations in the
future. If Circle.com fails to generate sufficient cash from operations,
management will need to identify other sources of funds, including Snyder
Communications. Available sources of financing may not be on terms that are
favorable or reasonable from management's perspective. Other risks include: (i)
competitors with capabilities and resources equal to or greater than Circle.com;
(ii) potential competition between SNC and Circle.com; (iii) the ability to
recruit and retain qualified personnel; (iv) reliance on significant clients
(See Note 2); (v) dependency on industry trends toward Internet usage; (vi)
potential adverse effects of fluctuations in foreign exchange rates; (vii) the
ability to sustain and manage future growth; (viii) the ability to keep pace
with rapid changes in communications technologies; and (ix) the risks associated
with Circle.com's reliance on technology and the risk of business interruption
resulting from a temporary or permanent loss of such technology.
Unaudited Pro Forma Information
During 1998, Snyder Communications completed several purchase business
combinations for total consideration paid of approximately $5.6 million (152,411
shares of Snyder Communications common stock and $438,750 in cash). Based upon
an allocation of purchase consideration, these purchase business combinations
have resulted in goodwill of approximately $6.6 million.
During 1999, Snyder Communications completed purchase business combinations
including Tsunami Consulting Group, Inc., Natural Intelligence, Inc.,
Interactive Bureau and NetMarquee for total consideration paid of approximately
$68.8 million (19,412 shares of Snyder Communications common stock, 4,555,217
shares of Circle.com common stock and $22.1 million in cash). These purchase
business combinations have resulted in additional goodwill of approximately
$73.5 million. Each of these acquired businesses constitute a part of
Circle.com's business.
129
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
The following table presents pro forma financial information as if the 1999
and 1998 purchases had been consummated at the beginning of each of the periods
presented and all of Circle.com's operations had been taxed as a C corporation.
For the Years Ended December 31,
--------------------------------
1999 1998
---------- ----------
(in thousands)
(unaudited)
Pro forma revenues.................... $ 50,908 $ 30,298
Pro forma net loss.................... $ (15,728) $ (3,054)
2. Summary of Significant Accounting Policies:
Allocation Policies
Certain operations of Circle.com and SNC are conducted within the same
subsidiary of Snyder Communications. Therefore, in the case where a subsidiary
of Snyder Communications contains operations of both Circle.com and SNC, it is
necessary to allocate certain operating costs as more fully described in the
following sections. In addition, the Board of Snyder Communications has
established allocation policies with respect to taxes and debt as discussed
below. Any prospective change in the following allocation policies will be
treated as a change in accounting principle and will not be made unless it is a
preferable policy.
Specifically Identifiable Operating Expenses. Costs which relate entirely
to the operations of Circle.com are attributed entirely to Circle.com. These
expenses consist of costs of personnel who are 100% dedicated to the operations
of Circle.com, all costs associated with Snyder Communications locations which
conduct only the business of Circle.com, and amounts paid to third parties for
work which is specifically identifiable to the operations of Circle.com. All
overhead costs which are incurred at locations which conduct only the business
of Circle.com are also attributed entirely to Circle.com. These costs include
on-site senior management, human resources, legal, information technology,
accounting and auditing, tax, treasury, strategic planning, and any other
overhead functions which occur at the dedicated locations. In addition, any
costs incurred in locations which conduct the business of both Circle.com and
SNC, and which are specifically identifiable to the operations of Circle.com are
attributed to Circle.com.
Shared Operating Expenses. Certain company locations and personnel are
involved in conducting the business of both Circle.com and SNC. In the case of
employees which are involved in both businesses, the employee costs are
allocated to Circle.com and SNC based on estimated time spent by the employees
in the respective businesses. Facility costs fall into two categories: (1)
facility costs for space in which the actual operations of Circle.com and SNC
are conducted; and (2) facility costs for space in which the overhead activities
of executive management, human resources, legal, information technology,
accounting and auditing, tax, treasury, strategic planning functions and any
other overhead functions occur. In the case of facility cost for space in which
the actual operations of Circle.com and SNC are conducted, the cost of the space
is allocated to Circle.com and SNC based on square footage used by each
respective business. In the case of facility costs for space in which overhead
activities occur, the cost of the space is allocated to Circle.com and SNC based
on estimated time spent by the overhead employees on matters relating to
Circle.com and SNC, respectively. Similarly, the other costs associated with the
overhead employees, such as depreciation of computer and office equipment,
employee travel and entertainment and other costs, are
130
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
allocated to Circle.com and SNC based on estimated time spent by the overhead
employees relating to matters of the respective divisions. The totals for the
allocated portion of Circle.com operating expenses were $7.6 million, $3.1
million, and $1.8 million for the years ended December 31, 1999, 1998, and 1997,
respectively. As discussed above, overhead costs at shared locations which are
specifically identifiable to the operations of Circle.com or SNC are attributed
entirely to the respective business.
Debt and Interest Expense. Snyder Communications incurs debt on behalf of
Circle.com and SNC. As of December 31, 1999, $23.3 million of Snyder
Communications' debt, which was related to 1999 acquisitions, was allocated to
Circle.com and all other debt was allocated to SNC. Snyder Communications will
attribute each future incurrence or issuance of external debt and the proceeds
of that incurrence or issuance to SNC, to the extent the proceeds are used for
the benefit of SNC, and to Circle.com, to the extent the proceeds are used for
the benefit of Circle.com. Interest cost related to the debt attributed to SNC
and Circle.com is allocated to those entities based on the amount of principle
attributed to each business. In the case of pooled debt, such as a revolving
credit facility, a weighted average interest rate is used in calculating
interest expense for Circle.com and SNC. Other than the $12.3 million of debt
allocated to Circle.com at the date of the Recapitalization, all cash advances
and businesses attributed to Circle.com through that date have been considered a
capital contribution to Circle.com by Snyder Communications. Following the
Recapitalization, Snyder Communications is accounting for all cash transfers
from one group to, or for the account of, the other group as inter-group
interest-bearing revolving credit advances unless the Board determines that a
given transfer or type of transfer should be accounted for as a long-term loan;
Snyder Communications' Board determines that a given transfer or type of
transfer should be accounted for as a capital contribution increasing SNC's
retained interest in Circle.com, based on the fair market value of Circle.com
common stock at the time of the additional capital contribution; or the Board
determines that a given transfer or type of transfer should be accounted for as
a return of capital reducing SNC's retained interest in Circle.com, based on the
fair market value of Circle.com common stock at the time of the return of
capital. Any cash transfer accounted for as an inter-group revolving credit
advance bears interest at the rate at which Snyder Communications determines
that it can borrow those funds on a revolving credit basis. As of December 31,
1999, SNC had advanced $7.6 million to Circle.com as a revolving credit advance.
Any cash transfer accounted for as a long-term loan will have an interest rate,
amortization, maturity, and other terms that generally reflect the then
prevailing terms on which Snyder Communications determines that it could borrow
those funds. Any cash transfers from Snyder Communications to Circle.com
accounted for as a capital contribution will correspondingly increase
Circle.com's stockholders' equity and SNC's retained interest in Circle.com. Any
cash transfer from Circle.com to Snyder Communications accounted for as a return
of capital will correspondingly reduce Circle.com's stockholders' equity and
SNC's retained interest in Circle.com. As a result, with respect to the
allocation of interest and debt, the historical financial statements will not be
comparable to future periods.
During 1999 until the date of the Recapitalization and during the year
ended December 31, 1998, Snyder Communications advanced cash to Circle.com of
$20.5 million and $2.5 million, respectively, which has been considered a
capital contribution to Circle.com. The following table presents pro forma
information as if the 1999 and 1998 cash advances were treated as inter-group
interest bearing revolving credit advances, as this is the policy which is in
effect following the Recapitalization.
131
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
For the Years Ended December 31,
-------------------------------
1999 1998
---------- ----------
(unaudited) (unaudited)
<S> <C> <C>
Income (loss) from operations..................................... $(17,266) $ 498
Interest expense.................................................. (1,517) (110)
-------- --------
Income (loss) from continuing operations before income taxes...... (18,783) 388
-------- --------
Income tax provision (benefit).................................... (3,740) 456
-------- --------
Pro forma income (loss) from continuing operations................ $(15,043) $ (68)
======== ========
</TABLE>
Taxes. Snyder Communications determines its income taxes on a consolidated
basis and allocates consolidated income tax provisions and related tax payments
or refunds between Circle.com and SNC based on the taxable income and tax
credits directly attributable to each group. These allocations reflect each
groups' contribution, whether positive or negative, to Snyder Communications'
consolidated taxable income and the consolidated tax liability and tax credit
position.
Unless otherwise noted above, these expense policies have been consistently
applied on a historical basis and will continue to be the company's policy for
future periods, unless the Board of Snyder Communications augments, modifies, or
rescinds these policies. In the opinion of management, the methods for
allocating these costs are reasonable. It is not practicable to estimate the
costs that would have been incurred by Circle.com if it had been operated on a
stand-alone basis or as a separate legal entity. Circle.com's combined financial
statements should be read in conjunction with Snyder Communications'
consolidated financial statements.
Marketable Securities
Circle.com investments are classified as "available-for-sale" and are
reported at market value. Unrealized gain and losses from securities
"available-for-sale" are reported as a separate component of investment and
advances from Snyder Communications.
Receivables From Pass-Through Costs
Receivables from pass-through costs relate to services purchased from third
parties, principally media placement costs, on behalf of clients, for which no
revenue is recorded.
Property and Equipment
Property and equipment is stated at cost. Depreciation of furniture,
fixtures and office and telephone equipment is on a straight-line basis over
three to ten years; and computer equipment over two to five years. Leasehold
improvements are amortized on a straight-line basis over the shorter of the term
of the lease or the estimated useful lives of the improvements.
When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts, and any gain or
loss is reflected in income.
Revenue Recognition
Revenues from Internet professional services are recognized based on the
nature of the contract. Revenue from fixed price contracts is recognized using
the proportionate performance method based on the ratio of costs incurred to
total estimated costs. Revenue from time-and-materials contracts is recognized
as time and expenses are incurred. Unbilled services represents revenues earned
but billed in a subsequent
132
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
accounting period. Amounts billed to clients in excess of revenues recognized to
date are classified as unearned revenue.
Goodwill
Goodwill equal to the fair value of consideration paid in excess of the
fair value of net assets purchased has been recorded in conjunction with
Circle.com's purchase business combinations and is being amortized on a
straight-line basis over periods of four to ten years.
When conditions or events occur that management believes might indicate
that the goodwill or any other intangible asset is impaired, an analysis of
estimated future undiscounted cash flows is undertaken to determine if any write
down in the carrying value of the asset is required.
Income Taxes
Federal and state income tax provisions and related tax payments or refunds
are allocated between Circle.com and SNC based principally on the taxable income
and tax credits directly attributable to each group. Such allocations reflect
each group's contribution, whether positive or negative, to Snyder
Communications' consolidated federal taxable income and the consolidated federal
tax liability and tax credit position. Tax benefits that cannot be used by the
group generating those benefits but can be used on a consolidated basis are
credited to the group that generated such benefits. Accordingly, the amounts of
taxes payable or refundable allocated to each group may not necessarily be the
same as that which would have been payable or refundable had each group filed a
separate income tax return.
Depending on the tax laws of the respective jurisdictions, foreign, state
and local income taxes are calculated on either a consolidated or combined basis
or on a separate corporation basis. State income tax provisions and related tax
payments or refunds are allocated between the groups based on their respective
contributions to such consolidated or combined states taxable incomes. State and
local income tax provisions and related payments which are determined on a
separate subsidiary basis are allocated between the groups in a manner designed
to reflect the respective contributions of the groups to the subsidiary's
separate foreign, state or local taxable income.
Deferred income taxes are reflected separately on the balance sheet of
Circle.com. Prior to the Recapitalization, current taxes payable and receivable
from Snyder Communications were included in net investments and advances from
Snyder.
Prior to their merger with Snyder Communications, certain of the U.S.-based
pooled entities were treated as S corporations or limited liability companies
for income tax purposes. Accordingly, no provision for federal or state income
taxes, except in certain states that do not recognize S corporations or limited
liability companies, has been made for these entities through the date of their
mergers within the accompanying combined financial statements.
Unaudited Pro Forma Income (Loss) Data
The unaudited pro forma net income (loss) amounts include a provision for
federal and state income taxes as if Circle.com had been a taxable C corporation
for all periods presented. The pro forma income tax rate reflects the combined
federal, state and foreign income taxes of approximately 19.7%, 75.3% and 32.6%
for the years ended December 31, 1999, 1998 and 1997, respectively.
133
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
The table below presents the calculation of pro forma net income (loss):
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
1999 1998 1997
-------- -------- ---------
(unaudited)
(in thousands)
<S> <C> <C> <C>
Historical income (loss) before income taxes......... $(17,912) $ 498 $ (1,098)
Pro forma provision (benefit) for income taxes....... (3,522) 375 (357)
-------- -------- ---------
Pro forma net income (loss).......................... $(14,390) $ 123 $ (741)
======== ======== =========
</TABLE>
The table below presents the calculation of pro forma net income (loss) had
the income tax provision (benefit) been calculated as if Circle.com had been
taxable as a "C" corporation on a separate return basis:
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
1999 1998 1997
-------- -------- ---------
(unaudited)
(in thousands)
<S> <C> <C> <C>
Historical income (loss) before income taxes......... $(17,912) $ 498 $ (1,098)
Pro forma provision (benefit) for income taxes....... -- -- --
-------- -------- ---------
Pro forma net income (loss).......................... $(17,912) $ 498 $ (1,098)
======== ======== =========
</TABLE>
The Circle.com income tax provision as calculated on a separate return
basis reflects no benefit for net operating loss carryforwards due to the
uncertainty associated with realizing those benefits on a separate return basis.
Accounting for Stock Options
Circle.com accounts for its stock-based compensation plan using the
intrinsic value based method in accordance with the provisions of APB Opinion
No. 25, "Accounting for Stock issued to Employees." Pro forma disclosure of net
income, calculated as if Circle.com accounted for its stock-based compensation
plan using the fair value based method in accordance with the provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), is detailed below.
The fair value of each option grant is estimated on the date of grant using
a Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1999 and 1998: risk-free interest rate of 6.36%
and 4.56%, expected dividend yield of zero, expected life of 4 years and
expected volatility of 117% and 58%.
The weighted average option fair value on the grant date was $10.55 for
options issued during the year ended December 31, 1999.
If Circle.com had recorded compensation expense using the fair value based
method prescribed by SFAS No. 123, Circle.com's 1999 and 1998 pro forma net
income, which reflects a pro forma adjustment for income taxes, would have been
reduced to the following as adjusted amounts:
134
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
As of December 31,
-------------------------
1999 1998
---------- ----------
(in thousands)
Pro forma net income (loss):
As reported...................................... $ (14,390) $ 123
As adjusted...................................... (23,895) (3,552)
Foreign Currency Translations
Assets and liabilities of Circle.com's foreign operations are translated
using the exchange rate in effect at the balance sheet date. Revenue and expense
accounts for these operations are translated using the average exchange rate
during the period. Foreign currency translation adjustments are reported as
comprehensive income (loss) and included as a component of investments and
advances from Snyder Communications.
Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of the fair value of certain financial instruments. For
purposes of this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current transaction
between willing parties. Cash and equivalents, marketable securities accounts
receivable, unbilled services and accounts payable approximate fair value
because of the relatively short maturity of these instruments. Long-term debt
approximates fair value as the entire revolving credit facility has a variable
interest rate.
Concentration of Credit Risk
Concentration of credit risk is limited to cash and equivalents, accounts
receivable and unbilled services. Collateral or other security to support
clients' receivables is not required.
During the year ended December 31, 1999, no one client represented greater
than 6.5% of Circle.com's total revenue. During the years ended December 31,
1998 and 1997, Circle.com had two and three clients, respectively, which
accounted for greater than 10% of revenues as follows:
Client 1998 1997
------ ---- ----
A. 13.9% 15.8%
B. 11.1% 2.7%
C. 0.3% 14.8%
D. 6.0% 19.1%
135
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
New Accounting Pronouncements
During 1998, Circle.com adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). Included within
investments and advance from Snyder Communications are the cumulative amounts
for foreign currency translation adjustments. The cumulative foreign currency
translation adjustment was $7,000 loss and $13,000 loss as of December 31, 1999
and 1998, respectively. The cumulative unrealized gain on marketable securities
is $4,000 as December 31, 1999.
During 1998, Snyder Communications adopted Statement of Financial
Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information" ( "SFAS No. 131 "). Circle.com operates in one reportable
segment as a provider of Internet professional services. The geographic
information required by SFAS No. 131 is disclosed in Note 11.
During 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133). This statement was
originally effective for all fiscal quarters of fiscal years beginning after
June 15, 1999; however, during the second quarter of 1999 the FASB deferred the
effective date. Circle.com believes that the adoption of SFAS No. 133 will not
have a significant impact on its combined financial statements.
3. Marketable Securities:
The amortized cost, unrealized gains and losses, and market values of
Circle.com's available-for-sale securities are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
December 31, 1999
Available for sale:
Equity securities............ $ 5 $ 4 $ -- $ 9
========= ========== ========== ========
</TABLE>
4. Property and Equipment:
Property and equipment consist of the following:
As of December 31,
--------------------
1999 1998
-------- --------
(in thousands)
Computers and equipment....... $ 6,049 $ 1,932
Leasehold improvements........ 2,137 275
Furniture and fixtures........ 2,446 106
-------- --------
10,632 2,313
-------- --------
Accumulated depreciation...... (2,675) (731)
-------- --------
$ 7,957 $ 1,582
======== ========
Depreciation expense totaled $1.0 million, $0.4 million, and $0.2 million
in 1999, 1998 and 1997, respectively.
136
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
5. Goodwill:
Goodwill consists of the following:
As of December 31,
--------------------------
1999 1998
----------- -----------
(in thousands)
Goodwill........................... $ 86,126 $ 6,559
Costs of lists and contractual
covenant.......................... 1,586 --
Accumulated amortization........... (3,870) (134)
----------- -----------
$ 83,842 $ 6,425
=========== ===========
Amortization expense of goodwill totaled $3.8 million in 1999 and $0.1
million in 1998.
6. Debt:
Lines of Credit
Lines of credit consist of the following:
<TABLE>
<CAPTION>
As of December 31,
---------------------
1999 1998
--------- ---------
(in thousands)
<S> <C> <C>
U.S. bank line of credit, prime rate or LIBOR plus a margin ranging from
0.875% to 1.875% (average weighted interest rate of 7.725% at December 31,
1999), $195 million maximum borrowing limit, maturing
August 27, 2003............................................................... $ 23,349 $ --
</TABLE>
The Company maintains various lines of credit with banking and financial
institutions, requiring the consolidated group to meet restrictive covenants
concerning net worth and debt service coverage.
7. Income Taxes:
Circle.com's income tax provision (benefit) includes the following
components:
For the Years Ended December 31,
--------------------------------
1999 1998 1997
------- ------- -------
(in thousands)
Current:
U.S.--Federal........................ $(2,447) $ 635 $ (610)
U.S.--State and city................. (580) 175 (169)
Foreign.............................. (342) (206) (162)
------- ------- -------
(3,369) 604 (941)
------- ------- -------
Deferred:
U.S.--Federal........................ (124) (97) (17)
U.S.--State and city................. (29) (27) (7)
Foreign.............................. -- 20 (3)
------- ------- -------
(153) (104) (27)
------- ------- -------
Income tax provision (benefit)....... $(3,522) $ 500 $ (968)
======= ======= =======
The provision (benefit) for taxes on income differs from the amount
computed by applying the U.S. federal income tax rate as a result of the
following:
137
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Taxes at statutory U.S. federal income tax rate.......... 35.0% 35.0% 35.0%
Income taxed directly to owners.......................... -- 24.9 55.6
State and city income taxes, net of federal tax benefit. 2.5 15.7 3.2
Foreign tax rate differential............................ (0.3) 4.8 (0.9)
Goodwill amortization.................................... (7.5) 10.4 --
Acquisition costs and other permanent differences........ (10.0) 9.6 (4.7)
------- ------- -------
Effective tax rate....................................... 19.7% 100.4% 88.2%
======= ======= =======
</TABLE>
Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities. As of December 31,
1999 and 1998, temporary differences that give rise to the deferred tax assets
and liabilities consist of the following (in thousands):
As of December 31,
--------------------
1999 1998
-------- --------
(in thousands)
Reserve for doubtful accounts............... $ 68 $ 162
Accrued expenses ........................... 192 --
Tax losses of subsidiaries................. 410 --
Other...................................... 119 --
-------- --------
Gross deferred tax asset.................... 789 162
-------- --------
Property and equipment...................... -- (40)
Other...................................... (167) --
-------- --------
Gross deferred tax liabilities.............. (167) (40)
-------- --------
Net deferred tax asset...................... $ 622 $ 122
======== ========
Management continually assesses whether the Company's deferred tax asset is
realizable and believes that the deferred tax asset is realizable at December
31, 1999.
8. Non-Recurring Costs
Circle.com recorded $3.8 million in non-recurring costs during 1999 related
to the Recapitalization of Snyder Communications, Inc. in which the Snyder
Communications, Inc. common stock was replaced by the SNC common stock and the
Circle.com common stock. The costs consist of investment banking fees, legal and
accounting fees, employee bonuses, SEC registration fees, printing fees and
other related costs.
9. Employee Benefits:
A portion of the costs of the defined contribution benefit plans maintained
by Snyder Communications has been allocated to Circle.com. Circle.com's pension
and profit sharing costs related to these plans amounted to approximately
$208,973, $48,000, and $249,000 for the years ended December 31, 1999, 1998 and
1997, respectively.
During 1999, Snyder Communications established an employee stock purchase
plan (the "ESPP") pursuant to which Circle.com may make available for sale to
employees shares of either SNC or Circle.com common stock at a price equal to
85% of the lower of the market value on the first or last day of each calendar
quarter. The ESPP is intended to give Circle.com employees the opportunity to
purchase shares of common stock through payroll deductions. A maximum of 625,000
Circle.com shares and 2.5 million SNC shares may be purchased by Snyder
Communications employees under the ESPP. During 1999 a total of 5,315 shares of
Circle.com common stock were issued under the ESPP.
138
<PAGE>
CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
10. Commitments and Contingencies:
Snyder Communications has entered into employment agreements with certain
key executives that call for guaranteed minimum salaries and bonuses for varying
terms and grants of options and restricted stock in Circle.com.
Snyder Communications and Circle.com are subject to lawsuits,
investigations and claims arising out of the conduct of its business, including
those related to commercial transactions, contracts, government regulation and
employment matters. Certain claims, suits and complaints have been filed or are
pending against Snyder Communications. In the opinion of management and based on
the advice of legal counsel, all matters are without merit or are of such kind,
or involve such amounts, as would not have a material effect on the financial
position or results of operations of Snyder Communications or Circle.com if
disposed of unfavorably.
Circle.com leases certain facilities, office equipment and other assets.
The following is a schedule of future minimum lease payments for capital leases
and for operating leases at December 31, 1999 (in thousands):
Capital Operating
Years Ending December 31, Leases Leases
------------------------- ---------- ----------
2000 ....................................... $ 365 $ 3,886
2001 ....................................... 272 3,866
2002 ....................................... 130 3,833
2003 ....................................... 36 3,427
2004 ....................................... -- 2,697
Thereafter.................................. -- 7,434
---------- ----------
Total minimum lease payments................ 803 $ 25,143
Less: Amount representing interest.......... (206) ==========
----------
Total obligation under capital lease........ 597
Less: Current portion....................... (196)
----------
Long-term portion........................... $ 401
==========
Property and equipment, net, on the accompanying combined balance sheet
includes $600,000 for equipment purchased under capital leases as of December
31, 1999. Circle.com did not have any capital lease obligations in 1998.
Rental expense for all operating leases was approximately $2.4 million,
$0.4 million and $0.2 million for the years ended December 31, 1999, 1998, and
1997, respectively.
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CIRCLE.COM
NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
11. Geographic Information:
Circle.com operates in one reportable segment as a provider of Internet
professional services. Revenues by geographic area were as follows:
For the Years Ended December 31,
-----------------------------------
1999 1998 1997
----------- ----------- -----------
(in thousands)
Revenues:
United States $ 30,771 $ 11,251 $ 4,034
Europe 4,955 2,263 1,533
----------- ----------- -----------
Total $ 35,726 $ 13,514 $ 5,567
=========== =========== ===========
12. Subsequent Events to December 31, 1999 Financial Statements:
On February 20, 2000, Havas Advertising ("Havas"), HAS Acquisition Corp.
and Snyder Communications, Inc. entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which HAS Acquisition Corp. will be merged
with and into Snyder Communications, with Snyder Communications surviving as a
subsidiary of Havas (the "Merger"). Under the terms of the Merger Agreement,
holders of SNC common stock will receive American Depositary Shares of Havas
("Havas ADSs"), the number of which will be based on a formula which values the
SNC common stock at $29.50 per share, and which will value the Havas ADSs (one
ADS to be equal to a fraction of a share of Havas stock) based on an average
closing sale price of the Havas stock on the Premier Marche of the Bourse de
Paris for the 20 days ending on the date immediately prior to the Merger,
subject to a minimum and maximum amount. The Circle.com common stock will remain
outstanding. The consummation of the Merger is subject to certain conditions,
including approval by the stockholders of each of Snyder Communications and
Havas and receipt of all required regulatory approvals. The items included in
the notes to the combined financial statements do not address any impact that
the Merger could have on the financial condition or results of operation of
Snyder Communications or Circle.com.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Snyder Communications, Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the combined financial statements of Circle.com (a business
unit of Snyder Communications, Inc. as defined in Note 1 to the combined
financial statements), included in this Form 10-K and have issued our report
thereon dated, February 18, 2000. Our audits were made for the purpose of
forming an opinion on the basic combined financial statements taken as a whole.
Schedule II Valuation and Qualifying Accounts included in this Form 10-K is the
responsibility of Snyder Communications, Inc.'s management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic combined financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic combined
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
combined financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Vienna, Virginia
February 18, 2000
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<PAGE>
CIRCLE.COM
(See Note 1 to the Combined Financial Statements)
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
(in thousands)
<TABLE>
<CAPTION>
Additions Deductions from
Balance at Charged to Reserve for Purpose Balance
Beginning Cost And for Which Reserve at End of
of Year Expense was Created Year
---------- ---------- ------------------- ---------
<S> <C> <C> <C> <C>
1999 allowance for
doubtful accounts...................... $402 $456 $ -- $858
1998 allowance for
doubtful accounts...................... 88 314 -- 402
1997 allowance for
doubtful accounts...................... 2 86 -- 88
</TABLE>
142
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
NONE
143
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
As of March 15, 2000, the directors and executive officers of the
Company, their ages, the positions held by them and the periods during which
they have served in such positions were as follows:
<TABLE>
<CAPTION>
OFFICE
HELD
NAME AGE POSITION SINCE
- ---- --- -------- -----
<S> <C> <C> <C>
Daniel M. Snyder 35 Chairman of the Board and Chief Executive Officer 1996
Michele D. Snyder 37 Vice Chairman, President and Chief Operating Officer 1996
A. Clayton Perfall 41 Director and Chief Financial Officer 1996
Fred Drasner 57 Director 1996
Mortimer B. Zuckerman 62 Director 1996
Mark E. Jennings 37 Director 1996
Philip Guarascio 58 Director 1996
</TABLE>
Daniel M. Snyder, Chairman of the Board and a founder of the Company,
has served as the Chief Executive Officer of the Company and its predecessors
since the Company's predecessor was founded in 1987.
Michele D. Snyder, a founder of the Company, has been with the Company
since its inception, and serves as the Vice Chairman, President and Chief
Operating Officer and a director of the Company. Ms. Snyder is Mr. Snyder's
sister.
A. Clayton Perfall, has served as Chief Financial Officer and a
director of the Company since September 1996. Prior to joining the Company, Mr.
Perfall spent fifteen years with Arthur Andersen LLP ("Arthur Andersen"). During
his tenure as a partner with Arthur Andersen, Mr. Perfall had a wide range of
responsibilities within the Washington, D.C., Baltimore, Maryland and Richmond,
Virginia marketplaces, including responsibility for the firm's Structured
Finance and Financial Products tax practice and Business Valuation Services
Group. Mr. Perfall was a key participant in the development of Arthur Andersen's
business strategies, the hiring of its professional staff and the development
and marketing of its services.
Fred Drasner, a director of the Company, has been the Chief Executive
Officer of Daily News, L.P. and Co-Publisher of the New York Daily News since
1993, the President of U.S. News & World Report, L.P. from 1985 to February 1997
and Chief Executive Officer of U.S. News & World Report, L.P. since 1985, the
Chairman and Chief Executive Officer of Applied Graphics Technologies, Inc.
since April 1996, the Chief Executive Officer of Applied Printing Technologies,
L.P. since 1986 and the Vice-Chairman and Chief Executive Officer of The
Atlantic Monthly Company since 1986.
Mortimer B. Zuckerman, a director of the Company, has been the
Chairman of Boston Properties, Inc., a national real estate development and
management company, since 1970. He has been the Chairman of U.S. News & World
Report, L.P. and Editor-in-Chief of U.S. News & World Report since 1985,
Chairman of Daily News, L.P. and Co-Publisher of the New York Daily News since
1993, Chairman of The Atlantic Monthly Company since 1980 and Chairman of the
Board of Directors of Applied Graphics Technologies, Inc. since April 1996.
Philip Guarascio, a director and a member of the Audit and
Compensation Committees of the Company, has been a Vice President of General
Motors Corporation since July 1994, where he is primarily responsible for
worldwide advertising resource management, managing consolidated media placement
efforts and working with General Motors' North American Operations vehicle
divisions to increase marketing effectiveness and efficiency. Mr. Guarascio also
manages corporate image advertising activities and oversees GM Credit Card
operations and GM's Enterprise Customer System. Prior to his current position,
from July 1992 to July 1994, Mr. Guarascio served as General
144
<PAGE>
Manager of Marketing and Advertising for General Motors' North American
Operations. Mr. Guarascio joined General Motors in 1985 after 21 years with the
New York advertising agency, D'Arcy, Masius, Benton & Bowles (formerly Benton &
Bowles, Inc.). Mr. Guarascio is Chairman Emeritus of the Advertising Council and
serves on the Executive Committee of that organization. He also serves on the
boards of the Association of National Advertisers, the Women's Sports
Foundation, the Ellis Island Restoration Commission and the American Film
Institute.
Mark E. Jennings, a director and a member of the Audit and
Compensation committees of the Company, has been a Managing Partner of
Generation Partners L.P. since August 1995. Generation Partners L.P. is the
managing general partner of Generation Capital Partners L.P., a $165 million
investment partnership. Prior to August 1995, he was a Partner of Centre
Partners L.P., an investment affiliate of Lazard Freres & Co., where he had been
employed since 1987. From 1986 to 1987, Mr. Jennings was employed at Goldman,
Sachs & Co. in its Corporate Finance Department. Mr. Jennings also serves on the
board of directors of Scientific Games, Inc.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission, the New York Stock Exchange and the Pacific Stock Exchange.
Based solely upon a review of the copies of such forms furnished to the Company
and written representations from the Company's executive officers, directors and
greater than 10% beneficial shareholders, the Company believes that during the
year ended December 31, 1999, all persons, except for one director who filed a
Form 5 after a filing deadline, subject to the reporting requirements of Section
16(a) filed the required reports on a timely basis, except that a Form 4 was
not timely filed by each of Daniel M. Snyder, Michele D. Snyder and Fred
Drasner. Ms. Snyder and Messrs. Snyder and Drasner subsequently filed Form 4's
to report the transactions.
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<PAGE>
Item 11. Executive Compensation
----------------------
SUMMARY COMPENSATION TABLE
The following table sets forth information in respect of the
compensation of the Chief Executive Officer and the other two executive officers
for 1999.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------- -----------------------------------
Awards Payouts
----------------------- ---------
Securities
Other Restricted Under- All Other
Annual Stock Lying Compen-
Name and Principal Compen- Awards(s) Options/ LTIP sation
Position(s) Year Salary ($) Bonus ($) sation($) ($) SARs (#) Payouts ($)
- -------------------- ---- --------- --------- ----------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel M. Snyder, 1999 300,000 ----- ----- ----- 1,515,841(1) ----- -----
Chairman of the Board of 1998 300,000 ----- ----- ----- ----- ----- -----
Directors and Chief Executive 1997 300,000 ----- ----- ----- ----- ----- -----
Officer
Michele D. Snyder, 1999 200,000 ----- ----- ----- 757,920(2) ----- -----
Vice Chairman of the Board 1998 200,000 ----- ----- ----- ----- ----- -----
of Directors, President and 1997 200,000 ----- ----- ----- ----- ----- -----
Chief Operating Officer
A. Clayton Perfall, 1999 300,000 2,200,000(3) ----- ----- ----- ----- -----
Director and Chief 1998 300,000 50,000 ----- ----- ----- ----- -----
Financial Officer 1997 300,000 50,000 ----- ----- 303,170(4) ----- -----
</TABLE>
(1) Following the spin-off of Ventiv Health, Inc. and adjustments which
resulted from the recapitalization of Snyder Communications, Inc. on October 22,
1999, such sum represents the total of the options granted by the Company in
1999 to Mr. Snyder to purchase 1,212,673 shares of SNC common stock and 303,168
shares of Circle.com common stock. The options are exercisable 25% (5/6/00); 25%
(5/6/01); 25% (5/6/02); and 25% (5/6/03). The original grant date of these
options was May 6, 1999, and the right to purchase the shares expires May 6,
2009.
(2) Following the spin-off of Ventiv Health, Inc. and adjustments which
resulted from the recapitalization of Snyder Communications, Inc. on October 22,
1999, such sum represents the total of the options granted by the Company in
1999 to Ms. Snyder to purchase 606,336 shares of SNC common stock and 151,584
shares of Circle.com common stock. The options are exercisable 25% (5/6/00); 25%
(5/6/01); 25% (5/6/02); and 25% (5/6/03). The original grant date of these
options was May 6, 1999, and the right to purchase the shares expires May 6,
2009.
(3) Awarded in respect of the spin-off of Ventiv Health, Inc. from Snyder
Communications, Inc. on September 27, 1999, and the recapitalization of the
Company which was completed on October 22, 1999.
(4) Following the spin-off of Ventiv Health, Inc. and adjustments which
resulted from the recapitalization of Snyder Communications, Inc. on October 22,
1999, such sum represents the total of the options granted by the Company in
1997 to Mr. Perfall to purchase 242,536 shares of SNC common stock and 60,634
shares of Circle.com common stock. The options are exercisable 25% (4/25/98);
25% (4/25/99); 25% (4/25/00); and 25% (4/25/01). The original grant date of
these options was April 25, 1997, and the right to purchase the shares expires
April 25, 2007.
146
<PAGE>
OPTION/SAR GRANTS IN 1999
The following table shows all individual grants of stock options (whether
or not in tandem with SARs) and freestanding SARs (including options and SARs
that subsequently have been transferred) made during the last completed fiscal
year of the Company to each named executive officer:
<TABLE>
<CAPTION>
Potential Realizable
Value At
Assumed Annual Rates Of
Stock Price Appreciation
Individual Grants For Option Term
--------------------------------------------------------------- -------------------------
Percent Of
Number Of Total
Securities Options/
Underlying SARs Granted Exercise Of
Options/SARs To Employees Base Price Expiration
Name Granted (#) In Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ------------------------ ------------ -------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Snyder (1)
- --------------------
SNC common stock 1,212,673 20.9% $17.2957 05/06/09 $13,190,000 $33,427,000
Circle.com common stock 303,168 9.9% $23.5874 05/06/09 $ 4,497,000 $11,397,000
Michele D. Snyder (2)
- ---------------------
SNC common stock 606,336 10.5% $17.2957 05/06/09 $ 6,595,000 $16,714,000
Circle.com common stock 151,584 4.9% $23.5874 05/06/09 $ 2,248,000 $ 5,698,000
</TABLE>
(1) On May 6, 1999, the Company granted options to Mr. Snyder to buy 1,000,000
shares of Snyder Communications, Inc. common stock ("Snyder common stock").
Following the spin-off of Ventiv Health, Inc. from the Company, the number of
Mr. Snyder's shares of Snyder common stock was adjusted from 1,000,000 shares to
1,212,673 shares. Pursuant to the recapitalization of the Company on October 22,
1999, the Company replaced its existing Snyder common stock with two new classes
of common stock, namely SNC common stock and Circle.com common stock. In the
recapitalization, each share of existing Snyder common stock was changed into
one share of SNC common stock and .25 of a share of Circle.com common stock. Mr.
Snyder's options were thereby adjusted, resulting in options to purchase
1,212,673 shares of SNC common stock and 303,168 shares of Circle.com common
stock. The options are exercisable 25% (5/6/00); 25% (5/6/01); 25% (5/6/02); and
25% (5/6/03).
(2) On May 6, 1999, the Company granted options to Ms. Snyder to buy 500,000
shares of Snyder Communications, Inc. common stock ("Snyder common stock").
Following the spin-off of Ventiv Health, Inc. from the Company, the number of
Ms. Snyder's shares of Snyder common stock was adjusted from 500,000 shares to
606,336 shares. Pursuant to the recapitalization of the Company on October 22,
1999, the Company replaced its existing Snyder common stock with two new classes
of common stock, namely, SNC common stock and Circle.com common stock. In
147
<PAGE>
the recapitalization, each share of existing Snyder common stock was changed
into one share of SNC common stock and .25 of a share of Circle.com common
stock. Ms. Snyder's options were thereby adjusted, resulting in options to
purchase 606,336 shares of SNC common stock and 151,584 shares of Circle.com
common stock. The options are exercisable 25% (5/6/00); 25% (5/6/01); 25%
(5/6/02); and 25% (5/6/03).
Aggregated Option Exercises in 1999 and Fiscal Year-End Option Values
No stock options/SARs were exercised in the last fiscal year by any named
executive officer of the Company.
EMPLOYMENT AGREEMENTS
Executive Employment Contracts
The Company has entered into employment agreements with Daniel M. Snyder,
Michele D. Snyder and A. Clayton Perfall. The Company's employment agreement
with Mr. Perfall provides that the Company will employ him on an "at will"
basis. The base salary for Mr. Perfall for 1999 was $300,000. The employment
agreement between the Company and Mr. Perfall also provides for incentive
bonuses based on attaining specific performance criteria. This agreement also
includes a non-competition commitment during the term of the agreement and for a
period of 18 months after termination of the agreement and contains non-
competition and confidentiality commitments, non-solicitation of employee and
customer provisions, and assignment of work product agreements. In addition, the
Company agreed in the agreement to grant to Mr. Perfall non-qualified stock
options to acquire common stock at the time of the initial public offering in
1996.
The Company also has entered into employment agreements with Mr. Snyder and
Ms. Snyder, which were effective in September 1996 and were for a term of three
years, unless sooner terminated as provided in the agreements. The agreements
provide that the 1999 base salaries for Mr. Snyder and for Ms. Snyder were
$300,000 and $200,000 per year, respectively. The agreements with Mr. Snyder and
Ms. Snyder also provide for incentive bonuses based on attaining performance
criteria to be established by the Compensation Committee or the Board of
Directors, and include a non-competition commitment during the term of the
agreement, confidentiality commitments, non-solicitation of employee and
customer provisions, and assignment of work product agreements.
The Company also has entered into employment agreements with other officers
of the Company. These agreements generally include certain non-competition
agreements, confidentiality commitments, non-solicitation of employee provisions
and assignment of work product agreements.
COMPENSATION OF DIRECTORS
The Board of Directors held twelve (12) meetings during 1999. During 1999,
each director attended at least 75% of the aggregate of the total number of
meetings of the Board and the total number of meetings held by all committees of
the Board on which he or she served. During 1999, the Board of Directors had a
standing Audit Committee and a standing Compensation Committee.
The Audit Committee, which was established in January 1997, consists of
Messrs. Guarascio and Jennings. During 1999, the Audit Committee held five (5)
meetings. The Audit Committee is responsible for recommending to the Board of
Directors the engagement of the Company's independent public accountants,
reviewing with the independent public accountants the audit plan and the results
of each audit engagement, reviewing the independence of the independent
accountants, reviewing the range of audit and non-audit fees, reviewing the
adequacy of the Company's internal accounting controls, and exercising oversight
with respect to the Company's code of conduct and other policies and procedures
regarding adherence with legal requirements.
The Compensation Committee, which was established in March 1997, consists
of Messrs. Guarascio and Jennings. The Compensation Committee is responsible for
establishing the salaries, bonuses and other compensation of the officers of the
Company and its subsidiaries and for administering the Company's Second Amended
and Restated 1996 Stock Incentive Plan (the "Stock Option Plan") for all
employees of the Company. During 1999, the
148
<PAGE>
Compensation Committee met two (2) times, and the Board of Directors established
the general compensation policies of the Company and the specific compensation
of its executive officers.
On October 4, 1999, the disinterested members of the Board of Directors of
the Company resolved to award the certain non-employee directors, Mortimer B.
Zuckerman, Philip Guarascio, Fred Drasner and Mark E. Jennings, both a certain
amount of cash and options to purchase shares of Snyder common stock for the
purpose of retaining and rewarding such non-employee directors and strengthening
the mutuality of interests between non-employee directors and the Company's
stockholders. On October 4, 1999, each of the four directors was granted options
to purchase 25,000 shares of Snyder common stock, which, following the
completion of the recapitalization of the Company on October 22, 1999, converted
to 25,000 shares of SNC common stock and 6,250 shares of Circle.com common stock
. Each such grant vests at the rate of twenty-five percent (25%) per year on
each anniversary of the grant date, provided that the director is still a member
of the Board of Directors of the Company on the applicable vesting date. In
addition, the disinterested members of the Board of Directors of the Company
resolved to pay each of the four non-employee directors $25,000 per annum,
commencing retroactive from and after January 1, 1999, payable on the last day
of each fiscal quarter, provided that each such director is still a member of
the Board of Directors of the Company at the time of such payment (otherwise the
payment will be pro-rated to the last day the director was a member of the Board
of Directors). Further, each non-employee director was granted payment of $1,000
for each meeting of the Board of Directors in which they physically attend, and
$500 for each meeting of the Board of Directors in which they participate by
conference telephone or any similar means of communication.
INDEMNIFICATION
Pursuant to certain contracts of insurance with each of National Union Fire
Insurance Company of Pittsburgh, PA, 175 Water Street, New York, New York 10038
($10 million); Chubb/Executive Risk, 82 Hopmeadow Street, P.O. Box 2002,
Simsbury, Connecticut 06072-2002 ($10 million); Zurich-American Insurance Co.,
One Liberty Plaza, New York, New York 10006 ($10 million); Federal Insurance
Company, 1251 Avenue of the Americas, New York, New York 10020 ($10 million);
and Reliance Insurance Company, 77 Water Street, New York, New York 10005 ($25
million), the Company maintains a $75 million indemnification insurance policy
covering all directors and officers of the Company and its named subsidiaries.
The annual premium for such insurance is approximately $300,000. During 1999, no
claims were made or paid under the Company's indemnification insurance.
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<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
Set forth below is certain information as of December 31, 1999, with
respect to the beneficial ownership of Common Shares by (i) each person who, to
the knowledge of the Company, is the beneficial owner of more than 5% of the
outstanding Common Shares, (ii) each director, (iii) each of the executive
officers named in the Summary Compensation Table under "EXECUTIVE COMPENSATION,"
(iv) all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Nature of Percent (%)
of Beneficial Owner Beneficial Ownership Number of Shares of Class(1)
- ---------------------------- ---------------------------------------------------- ------------------ --------------
<S> <C> <C> <C>
Daniel M. Snyder SNC common stock, par value $0.001 per share 10,612,296 (2) 14.9
Circle.com common stock, par value $0.001 per share 2,648,073 (3) 11.8
Michele D. Snyder SNC common stock, par value $0.001 per share 3,968,306 (4) 5.6
Circle.com common stock, par value $0.001 per share 987,076 (5) 4.4
Mortimer B. Zuckerman SNC common stock, par value $0.001 per share 4,885,236 (6) 6.9
Circle.com common stock, par value $0.001 per share 1,221,309 (7) 5.4
Fred Drasner SNC common stock, par value $0.001 per share 2,375,606 (8) 3.3
Circle.com common stock, par value $0.001 per share 593,900 (9) 2.6
A. Clayton Perfall SNC common stock, par value $0.001 per share 562,763 (10) *
Circle.com common stock, par value $0.001 per share 139,440 (11) *
Mark E. Jennings SNC common stock, par value $0.001 per share 59,917 (12) *
Circle.com common stock, par value $0.001 per share 14,979 (13) *
Philip Guarascio SNC common stock, par value $0.001 per share 55,317 (14) *
Circle.com common stock, par value $0.001 per share 13,829 (15) *
Capital Research and SNC common stock, par value $0.001 per share 7,385,000 (16) 10.3
Management Company
Circle.com common stock, par value $0.001 per share 1,196,250 (16) 6.5
Iridian Asset Management LLC SNC common stock, par value $0.001 per share 6,584,500 (17) 9.2
</TABLE>
150
<PAGE>
<TABLE>
<CAPTION>
Name and Address Nature of Percent (%)
of Beneficial Owner Beneficial Ownership Number of Shares of Class(1)
- ---------------------------- ---------------------------------------------------- ------------------ --------------
<S> <C> <C> <C>
All directors and executive SNC common stock, par value $0.001 per share 22,519,441 (18) 31.6
officers as a group (7
persons)
Circle.com common stock, par value $0.001 per share 5,618,606 (19) 25.0
</TABLE>
* Denotes less than 1%.
(1) Based upon 70,989,356 shares of SNC common stock and 22,421,580 shares of
Circle.com common stock outstanding as of December 31, 1999.
(2) Includes 1,212,673 shares of SNC common stock issuable upon exercise of
options. Includes 3,848,442 shares subject to forward purchase contracts with
unaffiliated third parties. The contracts obligate the contracting party to
deliver shares or cash on pre-arranged settlement dates. To the extent that the
value of the SNC common stock appreciates between the date of each contract and
its settlement date, the number of shares or amount of cash that must be
delivered on the settlement date is reduced pursuant to a formula contained in
the applicable contract. Prior to the settlement date, Mr. Snyder or his
affiliate described below retains voting and dividend rights with respect to the
shares that are the subject of each contract. Pursuant to the contracts, the
settlement date with respect to 2,921,496 shares is November 15, 2000, and the
settlement date for the remainder of the shares is the third trading day
following July 30, 2001. If the Merger (as described in the introduction to
Item 1 hereof) is consummated prior to November 15, 2000, the settlement date
with respect to 2,921,496 shares will be accelerated. Amount of shares includes
those shares beneficially owned by Daniel M. Snyder and Michele D. Snyder
under that certain DMS Endowment, LLC Operating Agreement dated September 18,
1997, and amended September 30, 1997. The address for Daniel M. Snyder is 6903
Rockledge Drive, 15th Floor, Bethesda, Maryland, 20817.
(3) Includes 303,168 shares of Circle.com common stock issuable upon exercise
of options. Includes 962,111 shares subject to forward purchase contracts with
unaffiliated third parties. The contracts obligate the contracting party to
deliver shares or cash on pre-arranged settlement dates. To the extent that the
value of the Circle.com common stock appreciates between the date of each
contract and its settlement date, the number of shares or amount of cash that
must be delivered on the settlement date is reduced pursuant to a formula
contained in the applicable contract. Prior to the settlement date, Mr. Snyder
or his affiliate described below retains voting and dividend rights with respect
to the shares that are the subject of each contract. Pursuant to the contracts,
the settlement date with respect to 730,374 shares is November 15, 2000, and the
settlement date for the remainder of the shares is the third trading day
following July 30, 2001. If the Merger is consummated prior to November 15,
2000, the settlement date with respect to 730,374 shares will be accelerated.
Amount of shares includes those shares beneficially owned by Daniel M. Snyder
and Michele D. Snyder under that certain DMS Endowment, LLC Operating Agreement
dated September 18, 1997, and amended September 30, 1997.
(4) Includes 606,336 shares of SNC common stock issuable upon exercise of
options. Includes 1,694,928 shares subject to forward purchase contracts with
unaffiliated third parties. The contracts obligate the contracting party to
deliver shares or cash on pre-arranged settlement dates. To the extent that the
value of the SNC common stock appreciates between the date of each contract and
its settlement date, the number of shares or amount of cash that must be
delivered on the settlement date is reduced pursuant to a formula contained in
the applicable contract. Prior to the settlement date, Ms. Snyder or her
affiliate described below retains voting and dividend rights with respect to the
shares that are the subject of each contract. Pursuant to the contracts, the
settlement date with respect to 1,416,480 shares is November 15, 2000, and the
settlement date for the remainder of the shares is the third trading day
following July 30, 2001. If the Merger is consummated prior to November 15,
2000, the settlement date with respect to 1,416,480 shares will be accelerated.
The DMS Endowment, LLC owns 1,416,480 of the shares subject to
forward purchase contracts, and Ms. Snyder is the beneficial owner of all of
such shares. The number of shares includes those shares beneficially owned by
Daniel M. Snyder and Michele D. Snyder under that certain DMS Endowment, LLC
Operating Agreement dated September 18, 1997, and amended September 30, 1997.
The address for Michele D. Snyder is 6903 Rockledge Drive, 15th Floor, Bethesda,
Maryland, 20817.
(5) Includes 151,584 shares of Circle.com common stock issuable upon exercise
of options. Includes 423,732 shares subject to forward purchase contracts with
unaffiliated third parties. The contracts obligate the contracting party to
deliver shares or cash on pre-arranged settlement dates. To the extent that the
value of the Common Stock appreciates between the date of each contract and its
settlement date, the number of shares or amount of cash that must be delivered
on the settlement date is reduced pursuant to a formula contained in the
applicable contract. Prior to the settlement date, Ms. Snyder or her affiliate
described below retains voting and dividend rights with respect to the shares
that are the subject of each contract. Pursuant to the contracts, the settlement
date with respect to 354,120 shares is November 15, 2000, and the settlement
date for the remainder of the shares is the third trading day following
July 30, 2001. If the Merger is consummated prior to November 15, 2000, the
settlement date with respect to 354,120 shares will be accelerated. The DMS
Endowment, LLC owns 354,120 of the shares subject to forward purchase contracts,
and Ms. Snyder is the beneficial owner of all of such shares. The number of
shares includes those shares beneficially owned by Daniel M. Snyder and Michele
D. Snyder under that certain DMS Endowment, LLC Operating Agreement dated
September 18, 1997, and amended September 30, 1997.
(6) Consists of shares of SNC common stock held by USN College Marketing, L.P.
("College Marketing") (a limited partnership in which USN College Marketing,
Inc. ("USN Inc.") is the general partner and Fred Drasner is the sole limited
partner) and attributable to USN Inc.'s general partnership interest in College
Marketing. USN Inc. is owned one third by Mortimer B. Zuckerman and two thirds
by the MBZ Trust of 1996, for which an outside person acts as the Trustee. Mr.
Zuckerman is the sole director of USN Inc. Includes 634,610 shares of SNC
common stock subject to a forward purchase contract with an unaffiliated third
party. The contract obligates the contracting party to deliver shares or cash on
the third trading day following July 30, 2001. To the extent that the value of
the SNC common stock appreciates between the date of the contract and its
settlement date, the number of shares or amount of cash that must be delivered
on the settlement date is reduced pursuant to a formula contained in the
contract. Prior to the settlement
151
<PAGE>
date, College Marketing retains voting and dividend rights with respect to the
shares that are the subject of the contract. The 634,610 shares of SNC common
stock subject to the forward purchase contract are attributable to USN Inc.'s
ownership interest in College Marketing and are beneficially owned by USN Inc.,
and in turn, one-third of the shares beneficially owned by USN Inc., are
beneficially owned by Mr. Zuckerman. Does not include 1,225,303 shares held by
College Marketing that are beneficially owned by Mr. Drasner. See Note 8. Also
includes 25,000 shares of SNC common stock issuable upon exercise of options.
Mr. Zuckerman's address is 599 Lexington Avenue, Suite 1300, New York, New York
10022. The address of MBZ Trust of 1996 is c/o Boston Properties, 8 Arlington
Street, Boston, Massachusetts 02116.
(7) Consists of shares of Circle.com common stock held by USN College
Marketing, L.P. ("College Marketing") (a limited partnership in which USN
College Marketing, Inc. ("USN Inc.") is the general partner and Fred Drasner is
the sole limited partner) and attributable to USN Inc.'s general partnership
interest in College Marketing. USN Inc. is owned one third by Mortimer B.
Zuckerman and two thirds by the MBZ Trust of 1996, for which an outside person
acts as the Trustee. Mr. Zuckerman is the sole director of USN Inc. Includes
158,653 shares of Circle.com common stock subject to a forward purchase contract
with an unaffiliated third party. The contract obligates the contracting party
to deliver shares or cash on the third trading day following July 30, 2001. To
the extent that the value of the Circle.com common stock appreciates between the
date of the contract and its settlement date, the number of shares or amount of
cash that must be delivered on the settlement date is reduced pursuant to a
formula contained in the contract. Prior to the settlement date, College
Marketing retains voting and dividend rights with respect to the shares that are
the subject of the contract. Of the 158,653 shares, approximately 79.87% are
attributable to USN Inc.'s ownership interest in College Marketing and are
beneficially owned by USN Inc., and in turn, one-third of the shares
beneficially owned by USN Inc., are beneficially owned by Mr. Zuckerman. Does
not include 306,325 shares held by College Marketing that are beneficially owned
by Mr. Drasner. See Note 9. Mr. Zuckerman's address is 599 Lexington Avenue,
Suite 1300, New York, New York 10022. Also includes 6,250 shares of Circle.com
common stock issuable upon exercise of options. The address of MBZ Trust of
1996 is c/o Boston Properties, 8 Arlington Street, Boston, Massachusetts 02116.
(8) Includes 25,000 shares of SNC common stock which are issuable upon
exercise of options. Of the 2,375,606 shares of SNC common stock, Mr. Drasner
owns (i) 325,303 shares in an individual capacity, over which he has sole voting
and investment discretion, (ii) 1,225,303 beneficially, as Mr. Drasner is a
limited partner in College Marketing, and (iii) 800,000 beneficially, as a
result of his ownership of F.D. Sutton, LLC, a limited liability company
("Sutton") of which Mr. Drasner is the sole member. Includes 1,458,430 shares
subject to forward purchase contracts with unaffiliated third parties. The
contracts obligate the contracting party to deliver shares or cash on pre-
arranged settlement dates. To the extent that the value of the common stock
appreciates between the date of each contract and its settlement date, the
number of shares or amount of cash that must be delivered on the settlement date
is reduced pursuant to a formula contained in the applicable contract. Prior to
the settlement date, Mr. Drasner or his affiliate described below retains voting
and dividend rights with respect to the shares that are the subject of each
contract. Pursuant to the contracts, the settlement date with respect to
1,298,440 shares is November 15, 2000, and the settlement date for the remainder
of the shares is the third trading day following July 30, 2001. 159,990 shares
of SNC common stock beneficially owned by Mr. Drasner are subject to the USN
Contract set forth in Note 6 and are attributable to Mr. Drasner's ownership
interest in College Marketing.
(9) Includes 6,250 shares of Circle.com common stock which are issuable upon
exercise options. Of the 593,900 shares of Circle.com common stock, Mr. Drasner
owns (i) 81,325 shares in an individual capacity, over which he has sole voting
and investment discretion, (ii) 306,325 beneficially, as Mr. Drasner is a
limited partner in College Marketing, and (iii) 200,000 beneficially, as a
result of his ownership of F.D. Sutton, LLC, a limited liability company
("Sutton") of which Mr. Drasner is the sole member. Includes 364,608 shares
subject to forward purchase contracts with unaffiliated third parties. The
contracts obligate contracting party to deliver shares or cash on pre-arranged
settlement dates. To the extent that the value of the common stock appreciates
between the date of each contract and its settlement date, the number of shares
or amount of cash that must be delivered on the settlement date is reduced
pursuant to a formula contained in the applicable contract. Prior to the
settlement date, Mr. Drasner or his affiliate described below retains voting and
dividend rights with respect to the shares that are the subject of each
contract. Pursuant to the contracts, the settlement date with respect to 324,610
shares is November 15, 2000, and the settlement date for the remainder of the
shares is the third trading day following July 30, 2001. 39,998 shares of
Circle.com common stock beneficially owned by Mr. Drasner are subject to the USN
Contract set forth in Note 6 and are attributable to Mr. Drasner's ownership
interest in College Marketing.
152
<PAGE>
(10) Includes 557,763 shares of SNC common stock issuable upon exercise of
options.
(11) Consists of shares of Circle.com common stock issuable upon exercise of
options.
(12) Includes 55,317 shares of SNC common stock issuable upon exercise of
options.
(13) Includes 13,829 shares of Circle.com common stock issuable upon exercise of
options.
(14) Consists of shares of SNC common stock issuable upon exercise of options.
(15) Consists of shares of Circle.com common stock issuable upon exercise of
options.
(16) Reported on Schedule 13G filed with the SEC on February 16, 2000.
(17) Reported on Schedule 13G filed with the SEC on February 7, 2000.
(18) Includes 2,519,589 shares of SNC common stock issuable upon exercise of
options. In calculating the percent of class, it was assumed that each person in
the group exercised all of his or her exercisable options, but that no other
individuals or entities exercised theirs.
(19) Includes 629,896 shares of Circle.com common stock issuable upon exercise
of options. In calculating the percent of class, it was assumed that each person
in the group exercised all of his or her exercisable options, but that no other
individuals or entities exercised theirs.
Item 13. Certain Relationships and Related Transactions.
----------------------------------------------
During 1999, the Board of Directors was responsible for the
establishment of the general compensation policies of the Company. Throughout
1999, Daniel M. Snyder, the Chief Executive Officer of the Company, Michele D.
Snyder, the President and Chief Operating Officer of the Company, and A. Clayton
Perfall, the Chief Financial Officer of the Company, also served as directors of
the Company. Each of these executive officers absented himself or herself from
all of the discussions relating to, and abstained from voting on, resolutions
concerning his or her own compensation.
In addition, Mortimer B. Zuckerman, a director and greater than 5%
beneficial owner of the common stock of the Company, and Fred Drasner, a
director of the Company, are the beneficial owners of U.S. News & World Report,
L.P. and Applied Printing Technologies, L.P. ("APT"), and beneficially own
approximately 22.3% of the common stock of Applied Graphics Technologies, Inc.
("AGT"). In addition, Mr. Zuckerman is the Chairman of the Board of Directors of
and beneficially owns 12.8% of the common stock of Boston 11 Properties, Inc.
("Boston Properties"). Mr. Zuckerman is the Chairman of U.S. News & World
Report, L.P., Editor-in-Chief of U.S. News & World Report, and Chairman of the
Board of Directors of AGT. Mr. Drasner is the Chief Executive Officer of U.S.
News & World Report, L.P., Chairman and Chief Executive Officer of APT, and
Chairman and Chief Executive Officer and a director of AGT.
The following is a description of certain transactions between the
Company and entities beneficially owned by certain directors and an executive
officer of the Company.
Related Party Leases. The Company leases its Bethesda, Maryland headquarters
- --------------------
from a limited partnership controlled by Boston Properties. The amount paid to
the affiliate of Boston Properties during 1999 was $1.35 million. The Company
believes that the terms of the lease at the time the lease was entered into were
no less favorable to the Company than those that could be obtained from another
lessor. Additionally, the Company periodically uses a corporate airplane of a
company owned by Daniel M. Snyder, the Company's Chairman and Chief Executive
Officer. In December 1997, the Company entered into an arrangement to pay a flat
fee of $60,000 per month for its use of the airplane. During 1999, payments from
the Company with respect to the airplane totaled approximately $1 million.
153
<PAGE>
Arrangements With Applied Graphics Technologies, Inc. and Applied Printing
Technologies, L.P. In 1999, the Company paid approximately $215,000 to APT in
connection with printing the Company's annual report.
154
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
-----------------------------------------------------------------
(a) 1. The following Consolidated Financial Statements of Snyder
Communications, Inc. are filed under "Item 8. Financial Statements and
Supplementary Data."
Consolidated Balance Sheet as of December 31, 1999 and 1998
Consolidated Statement of Income for the years ended December 31,
1999, 1998 and 1997
Consolidated Statement of Equity and Comprehensive Income for the
years ended December 31, 1999, 1998 and 1997
Consolidated Statement of Cash Flows for the years ended December 31,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
The following Consolidated Financial Statements of SNC are filed under
"Item 8. Financial Statements and Supplementary Data." SNC represents
the businesses that comprise Snyder Communications, Inc.'s direct
marketing and advertising agency.
Combined Balance Sheet as of December 31, 1999 and 1998
Combined Statement of Income for the years ended December 31, 1999,
1998 and 1997
Combined Statement of Changes in Group Equity for the years ended
December 31, 1999, 1998 and 1997
Combined Statement of Cash Flows for the years ended December 31,
1999, 1998 and 1997
Notes to Combined Financial Statements
The following Consolidated Financial Statements of Circle.com are
filed under "Item 8. Financial Statements and Supplementary Data."
Circle.com represents the businesses that comprise Snyder
Communications, Inc.'s Internet professional services business.
Combined Balance Sheet as of December 31, 1999 and 1998
Combined Statement of Income for the years ended December 31, 1999,
1998 and 1997
Combined Statement of Changes in Group Equity for the years ended
December 31, 1999, 1998 and 1997
Combined Statement of Cash Flows for the years ended December 31,
1999, 1998 and 1997
Notes to Combined Financial Statements
2. The following financial statement schedules are filed under "Item 8.
Financial Statements and Supplementary Data."
Schedule II - Valuation and Qualifying Accounts - Snyder
Communications, Inc.
Schedule II - Valuation and Qualifying Accounts - SNC
Schedule II - Valuation and Qualifying Accounts - Circle.com
All other schedules are omitted because they are not applicable or are
not required under Regulation S-X.
3. The following exhibits are filed herewith or are incorporated herein
by reference, as indicated.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C> <C>
2.1 Agreement and Plan of Merger, dated as of March 18, 1997, among American List
Corporation, the Registrant and Snyder Z Acquisition, Inc. (filed as Exhibit 2.1 to
the Registrant's Current Report on Form 8-K dated July 11, 1997). *
</TABLE>
155
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C> <C>
2.2 Agreement and Plan of Merger among Brann Holdings Limited and the Registrant, dated
as of March 18, 1997 (filed as Exhibit 2.1 to the Registrant's Current Report on Form
8-K dated March 18, 1997). *
2.3 Agreement and Plan of Merger among MMD, Inc., the stockholders of MMD, Inc., the
Registrant, and Snyder Acquisition Corp., dated as of January 6, 1997 (filed as
Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated January 6, 1997). *
2.4 Share Sale and Purchase Agreement among the Shareholders of Bounty Group Limited as
listed on the signature page thereto and the Registrant, dated as of July 13, 1997
(filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated July 13,
1997). *
2.5 Agreement and Plan of Merger among Sampling Corporation of America, the Registrant
and Snyder Acquisition Corp., dated as of July 14, 1997 (filed as Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated July 14, 1997). *
2.6 Agreement and Plan of Merger, dated as of February 20, 2000, by and between Havas
Advertising, HAS Acquisition Corp. and Snyder Communications, Inc. (filed as Exhibit
2.1 to the Registrant's Current Report on Form 8-K dated February 20, 2000). *
3.1 Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4 (File No. 333-81749) filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended).*
3.2 Bylaws (filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(File No. 333-7495) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended). *
4.1 Reference is made to Exhibits 3.1 and 3.2 to this Form 10-K.
10.1 Second Amended and Restated 1996 Stock Incentive Plan of Snyder Communications, Inc.
(incorporated by reference to Exhibit 9.1 to the Registrant's Form S-4 (File No.
333-81749)).*
10.2 Amended and Restated Employee Stock Purchase Plan of Snyder Communications, Inc.
(filed as Exhibit 10.1 to the Registrant's Form S-4 (File No. 333-81749)).*
10.3 Services Agreement between the Registrant and U.S. News & World Report, L.P. (filed
as Exhibit 10.3 to the Registrant's Form S-1 (File No. 333-7495)). *
10.4 Registration Rights Agreement, dated September 4, 1996, between the Registrant and
Daniel M. Snyder, Michele D. Snyder, USN College Marketing, L.P. and each of the 1995
Investors (as defined therein) (filed as Exhibit 10.4 to the Registrant's Form S-1
(File No. 333-7495)). *
10.5 Lease Agreement, Democracy Center, Bethesda, Maryland, dated March 19, 1996, as
amended, between the Registrant and Democracy Associates Limited Partnership (filed
as Exhibit 10.6 to the Registrant's Form S-1 (File No. 333-7495)).*
10.6 Employment Agreement between the Registrant and Daniel M. Snyder (filed as Exhibit
</TABLE>
156
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C> <C>
10.7 to the Registrant's Form S-1 (File No. 333-7495)).*
10.7 Employment Agreement between the Registrant and Michele D. Snyder (filed as Exhibit
10.8 to the Registrant's Form S-1 (File No. 333-7495)).*
10.8 Employment Agreement between the Registrant and A. Clayton Perfall (filed as Exhibit
10.8 to the Registrant's Registration Statement on Form S-1 (File No. 333-33691)
filed with the Securities and Exchange Commission under the Securities Act of 1933,
as amended)).*
10.9 Credit Agreement, dated as of August 27, 1999, among the Registrant, certain
subsidiaries and affiliates of the Registrant, the lenders named therein, Bank of
America, N.A., The First National Bank of Chicago and Bank of America Securities LLC
(filed as Exhibit 10.9 to the Registrant's Form S-4 (File No. 333-81749)).*
10.10 Company Stockholder Voting Agreement, dated as of February 20, 2000, by and between
Havas Advertising and each stockholder of Snyder Communications, Inc. party thereto
(filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated February
20, 2000). *
10.11 Parent Stockholder Voting Agreement, dated as of February 20, 2000, by and between
Snyder Communications, Inc. and Havas S.A. (filed as Exhibit 2.2 to the Registrant's
Current Report on Form 8-K dated February 20, 2000). *
10.12 Distribution Agreement, dated September 27, 1999, by and between Snyder
Communications, Inc. and Ventiv Health, Inc. (filed as Exhibit 10.1 to the
Registrant's Current Report on Form 8-K dated September 27, 1999).*
10.13 Interim Services Agreement, dated September 27, 1999, between Snyder Communications,
Inc. and Ventiv Health, Inc.
10.14 Tax Sharing Agreement, dated September 27, 1999, between Snyder Communications, Inc.
and Ventiv Health, Inc.
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
*Incorporated by reference
</TABLE>
(b) Reports on Form 8-K
Current Report on Form 8-K dated October 12, 1999 in which the Company
reported the September 27, 1999 distribution of all of the outstanding
shares of common stock of Ventiv Health, Inc., which constituted
Snyder's healthcare services business, to stockholders of record as of
September 20, 1999.
Current Report on Form 8-K dated October 20, 1999 to which the Company
attached, as an exhibit, a press release which corrected inaccuracies
which had been reported in the Washington Post.
157
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SNYDER COMMUNICATIONS, INC.
Date: March 30, 2000 By: /s/ Daniel M. Snyder
--------------------------------
Daniel M. Snyder
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: March 30, 2000 By: /s/ Daniel M. Snyder
--------------------------------
Daniel M. Snyder
Chairman and Chief Executive Officer
Date: March 30, 2000 By: /s/ Michele D. Snyder
--------------------------------
Michele D. Snyder
Vice Chairman, President and
Chief Operating Officer
Date: March 30, 2000 By: /s/ A. Clayton Perfall
--------------------------------
A. Clayton Perfall
Chief Financial Officer and Director
(Principal Financial Officer)
Date: March 30, 2000 By: /s/ David B. Pauken
--------------------------------
David B. Pauken
Chief Accounting Officer
(Principal Accounting Officer)
Date: March 30, 2000 By: /s/ Mortimer B. Zuckerman
--------------------------------
Mortimer B. Zuckerman
Director
Date: March 30, 2000 By: /s/ Fred Drasner
--------------------------------
Fred Drasner
Director
Date: March 30, 2000 By: /s/ Mark E. Jennings
--------------------------------
Mark E. Jennings
Director
Date: March 30, 2000 By: /s/ Philip Guarascio
--------------------------------
Philip Guarascio
Director
158
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C>
2.1 Agreement and Plan of Merger, dated as of March 18, 1997, among
American List Corporation, the Registrant and Snyder Z
Acquisition, Inc. (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated July 11, 1997). *
2.2 Agreement and Plan of Merger among Brann Holdings Limited and the
Registrant, dated as of March 18, 1997 (filed as Exhibit 2.1 to
the Registrant's Current Report on Form 8-K dated March 18,
1997). *
2.3 Agreement and Plan of Merger among MMD, Inc., the stockholders of
MMD, Inc., the Registrant, and Snyder Acquisition Corp., dated as
of January 6, 1997 (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated January 6, 1997). *
2.4 Share Sale and Purchase Agreement among the Shareholders of
Bounty Group Limited as listed on the signature page thereto and
the Registrant, dated as of July 13, 1997 (filed as Exhibit 2.1
to the Registrant's Current Report on Form 8-K dated July 13,
1997). *
2.5 Agreement and Plan of Merger among Sampling Corporation of
America, the Registrant and Snyder Acquisition Corp., dated as of
July 14, 1997 (filed as Exhibit 2.2 to the Registrant's Current
Report on Form 8-K dated July 14, 1997). *
2.6 Agreement and Plan of Merger, dated as of February 20, 2000, by
and between Havas Advertising, HAS Acquisition Corp. and Snyder
Communications, Inc. (filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated February 20, 2000). *
3.1 Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.1 to the Registrant's Registration Statement on
Form S-4 (File No. 333-81749) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended).*
3.2 Bylaws (filed as Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-7495) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended). *
4.1 Reference is made to Exhibits 3.1 and 3.2 to this Form 10-K.
10.1 Second Amended and Restated 1996 Stock Incentive Plan of Snyder
Communications, Inc. (incorporated by reference to Exhibit 9.1 to
the Registrant's Form S-4 (File No. 333-81749)).*
10.2 Amended and Restated Employee Stock Purchase Plan of Snyder
Communications, Inc. (filed as Exhibit 10.1 to the Registrant's
Form S-4 (File No. 333-81749)).*
10.3 Services Agreement between the Registrant and U.S. News & World
Report, L.P. (filed as Exhibit 10.3 to the Registrant's Form S-1
(File No. 333-7495)). *
10.4 Registration Rights Agreement, dated September 4, 1996, between
the Registrant and Daniel M. Snyder, Michele D. Snyder, USN
College Marketing, L.P. and each of the 1995 Investors (as
defined therein) (filed as Exhibit 10.4 to the Registrant's Form
S-1 (File No. 333-7495)). *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description of Exhibits Page
------- ----------------------- ----
<S> <C>
10.5 Lease Agreement, Democracy Center, Bethesda, Maryland, dated
March 19, 1996, as amended, between the Registrant and Democracy
Associates Limited Partnership (filed as Exhibit 10.6 to the
Registrant's Form S-1 (File No. 333-7495)).*
10.6 Employment Agreement between the Registrant and Daniel M. Snyder
(filed as Exhibit 10.7 to the Registrant's Form S-1 (File No.
333-7495)).*
10.7 Employment Agreement between the Registrant and Michele D. Snyder
(filed as Exhibit 10.8 to the Registrant's Form S-1 (File No.
333-7495)).*
10.8 Employment Agreement between the Registrant and A. Clayton
Perfall (filed as Exhibit 10.8 to the Registrant's Registration
Statement on Form S-1 (File No. 333-33691) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended)).*
10.9 Credit Agreement, dated as of August 27, 1999, among the
Registrant, certain subsidiaries and affiliates of the
Registrant, the lenders named therein, Bank of America, N.A., The
First National Bank of Chicago and Bank of America Securities LLC
(filed as Exhibit 10.9 to the Registrant's Form S-4 (File No.
333-81749)).*
10.10 Company Stockholder Voting Agreement, dated as of February 20,
2000, by and between Havas Advertising and each stockholder of
Snyder Communications, Inc. party thereto (filed as Exhibit 2.1
to the Registrant's Current Report on Form 8-K dated February 20,
2000). *
10.11 Parent Stockholder Voting Agreement, dated as of February 20,
2000, by and between Snyder Communications, Inc. and Havas S.A.
(filed as Exhibit 2.2 to the Registrant's Current Report on Form
8-K dated February 20, 2000). *
10.12 Distribution Agreement, dated September 27, 1999, by and between
Snyder Communications, Inc. and Ventiv Health, Inc. (filed as
Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated
September 27, 1999).*
10.13 Interim Services Agreement, dated September 27, 1999, between
Snyder Communications, Inc. and Ventiv Health, Inc.
10.14 Tax Sharing Agreement, dated September 27, 1999, between Snyder
Communications, Inc. and Ventiv Health, Inc.
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
*Incorporated by reference
</TABLE>
<PAGE>
Exhibit 10.13
INTERIM SERVICES AGREEMENT
This Interim Services Agreement is made as of the _____ day of September, 1999,
between Snyder Communications, Inc., a Delaware corporation ("Snyder"), and
Ventiv Health, Inc., a Delaware corporation ("Ventiv"). Capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to such
terms in that certain Distribution Agreement, dated as of September__, 1999, by
and between Snyder and Ventiv (the "Distribution Agreement").
In consideration of the premises and mutual covenants herein contained and
intending to be legally bound thereby, the parties hereto agree as follows:
1. PURPOSES.
1.1 Pursuant to the Distribution Agreement and certain other agreements to be
executed among Snyder, Ventiv and certain Subsidiaries thereof, Snyder will
transfer its healthcare services business to Ventiv, and thereafter, Snyder will
distribute to holders of Snyder Common Stock on the Distribution Date one share
of Common Stock of Ventiv for every three shares of Snyder Common Stock held by
such holders of record on the Record Date. Snyder will distribute in the
Distribution all of the issued and outstanding shares of capital stock of
Ventiv, and thereafter, Ventiv will be a corporation independent of Snyder.
1.2 Prior to the Distribution Date, Snyder provided certain services to and on
behalf of its healthcare services business.
1.3 After the Distribution Date, Ventiv will require for a limited term that
Snyder provides certain administrative and support services to Ventiv and its
Subsidiaries until Ventiv and its Subsidiaries are able to otherwise contract or
arrange for such services.
2. TERM. Subject to the provisions of Section 5 hereof, this Agreement shall
be effective on the Distribution Date and shall continue until the earlier of
(i) one (1) year following the Distribution Date, and (ii) termination of all
Services (as herein defined) pursuant to Section 5 of this Agreement ("Term").
3. AGREEMENT TO PERFORM SELECTED SERVICES.
3.1 Subject to all of the terms and conditions hereof, Snyder and Ventiv hereby
agree that Snyder shall make available to Ventiv and its Subsidiaries
during the Term those services described on Schedule A hereto (the "Services").
- -------------------------------------------------------------------------------
Services heretofore provided by Snyder to Ventiv will be provided on a basis
consistent with prior practice. Services to be provided hereunder that were not
heretofore provided by Snyder shall be provided on a reasonably timely basis.
Charges for Services shall be as set forth in Section 4 hereof.
3.2 If Ventiv elects to utilize any available Services not previously utilized
prior to the Distribution Date, it shall notify Snyder in writing of those
Services it elects to use. If no such notice is given by the Distribution Date,
Snyder shall have no further obligation to furnish such new Services.
4. CHARGES FOR SERVICES; PAYMENT.
4.1 It is the intention of the parties hereto that the charges for Services
requested and provided hereunder shall consist of fully allocated direct and
indirect costs of providing Services but without any profit to Snyder.
4.2 Snyder shall bill Ventiv monthly for all charges for Services provided
hereunder, which bill shall be accompanied by reasonable documentation or
explanation supporting such charges, and Ventiv shall pay Snyder in full for all
charges for Services within thirty (30) days after receipt of such bill and
other documentation or explanation.
5. REDUCTION IN SERVICES; TERMINATION.
5.1 The parties recognize that during the Term hereof the requirements of
Ventiv for certain Services will decrease and that Ventiv intends to reduce or
completely phase out any Services no longer required. Accordingly, at any time
after the Distribution Date, Ventiv may request termination of all or any part
of the Services received from Snyder (including termination of any part of any
individual Service) by giving Snyder not less than ninety (90) days' advance
notice in writing of any anticipated termination of any Services or part thereof
and, to the extent practicable, the parties will agree to an orderly reduction
or phase-out of such Services.
<PAGE>
Once a Service is discontinued, Snyder shall not again be obligated to later
reinstate such Service.
5.2 Following the termination or discontinuance of any Service as provided
herein, to the extent Snyder is thereafter requested to provide any terminated
or discontinued Service, including any transition-related assistance necessary
for Ventiv to perform the terminated or discontinued Service, and Snyder
consents to perform such Service, Snyder shall be entitled to compensation
reflecting incurred costs in accordance with Section 4.1 herein.
6. MUTUAL COVENANT. Except to the extent otherwise provided herein, Snyder
covenants and warrants that the charges for Services hereunder are and shall be
determined in a fair and equitable manner.
7. FORCE MAJEURE. If either party is unable to perform any of its duties or
fulfill any of its covenants or obligations under this agreement as a result of
causes beyond its control and without its fault or negligence, including but not
limited to acts of god or government, fire, flood, war, governmental controls,
and labor strife, then such party shall not be deemed to be in default of this
agreement during the continuance of such events which rendered it unable to
perform; such party shall have such additional time thereafter as is reasonably
necessary to enable it to resume performance of its duties and obligations under
this agreement; and Ventiv shall not be required to pay Snyder for any service
to the extent that Snyder is unable to perform. Notwithstanding the foregoing,
if the suspension of a party's obligation to perform under this agreement is of
such a nature or duration as to substantially frustrate the purpose of this
agreement, then Snyder or Ventiv, as the case may be, shall have the right to
terminate this agreement by giving to the other thirty (30) days' prior written
notice of termination, in which case termination shall be effective upon the
expiration of such thirty (30) day period unless performance is resumed prior to
such expiration.
8. COMPLETE AGREEMENT. This Agreement, the Exhibits and Schedules hereto and
the agreements and other documents referred to herein shall constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof and shall supersede all previous negotiations, commitments and writings
with respect to such subject matter.
9. SEVERABILITY. The invalidity of any provision of this agreement as
determined by a court of competent jurisdiction in no way shall affect the
validity of any other provision hereof. if a provision is determined to be
invalid, the parties shall negotiate in good faith in an effort to agree upon a
suitable and equitable alternative provision to effect the original intent of
the parties.
10. TIME OF THE ESSENCE. The parties hereto agree that with respect to the
performance of all terms, conditions and covenants of this agreement, time is of
the essence.
11. CAPTIONS. Section captions are not a part hereof and are merely for the
convenience of the parties.
12. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof, this
agreement shall bind the parties, their successors and assigns. this agreement
shall be governed by the laws of the state of delaware without reference to the
conflict or choice of law provisions thereof.
13. ASSIGNMENT. Neither party shall assign or sublease this agreement or any
service to be provided hereunder without the prior written consent of the other,
which consent shall not be unreasonably withheld. notwithstanding the
foregoing, consent shall not be required for an assignment or sublease of this
agreement or any service provided hereunder by Snyder to a subsidiary of Ventiv
or to any third party vendor or third party recordkeeper who had been providing
all or a material portion of the services to or on behalf of snyder prior to the
distribution date.
14. AMENDMENT. This agreement may not be amended without the express written
agreement of all parties hereto.
15. NOTICES. All notices under this agreement must be in writing and delivered
personally or sent by united states mail, postage prepaid, addressed as follows,
except that any party by written notice given as aforesaid, may change its
address for subsequent notices to be given hereunder.
If to Snyder:
Snyder Communications, Inc. Two Democracy Center 6903 Rockledge Drive, 15th
Floor Bethesda, Maryland 20817, Attention: Mr. A. Clayton Perfall
If to Ventiv:
Ventiv Health, Inc. 200 Cottontail Lane Vantage Court North Somerset, New Jersey
08873, Attention: Mr. Eran Broshy
Notice sent by U.S. mail will be deemed given when deposited with the U.S.
postal service.
2
<PAGE>
16. LIABILITY FOR NONPERFORMANCE. Snyder shall not have any liability to
Ventiv for failure to perform its obligations hereunder unless such failure
arises out of, directly or indirectly, the willful misconduct on the part of
Snyder. Snyder shall not be required to perform any Service (or any part of any
Service) to the extent that performance of such Service (or such part of such
Service) would violate any law, rule or regulation. In no event shall Snyder be
liable for any Services provided or the failure to provide any Services for an
amount in excess of the compensation payable to Snyder in respect of such
Services pursuant to Section 4.1 hereof. In no event shall any party be liable
hereunder for consequential, incidental or punitive damages.
17. INDEPENDENT ENTITIES. In carrying out the provisions of this agreement,
Ventiv and Snyder are and shall be deemed to be for all purposes, separate and
independent entities. Snyder shall select its employees and agents, and such
employees and agents shall be under the exclusive and complete supervision and
control of Snyder. Snyder hereby acknowledges responsibility for full payment of
wages and other compensation to all employees and agents engaged in the
performance of its services under this agreement. It is the express intent of
this agreement that the relationship of Ventiv to Snyder and Snyder to Ventiv
shall be solely that of separate and independent companies and not that of a
joint venture, partnership or any other joint relationship.
18. NONFIDUCIARY STATUS. In carrying out the provisions of this agreement,
neither party shall be a fiduciary (as defined in section 3(21) of ERISA) with
respect to any employee benefit plan, program or arrangement maintained by or on
behalf of the other party. Snyder will provide services pursuant to the terms
and conditions of this agreement in accordance with the directions, guidelines
and/or procedures established by Ventiv, or the plan administrator (as defined
in section 3(16) of ERISA) of each party's employee benefit plans or
arrangements.
19. THIRD PARTY BENEFICIARIES. The provisions of this agreement are solely for
the benefit of the parties and are not intended to confer upon any person except
the parties any rights or remedies hereunder. There are no third party
beneficiaries of this agreement, and this agreement shall not provide any third
person with any remedy, claim, liability, reimbursement, action or other right
in excess of those existing prior to such date.
20. CONSTRUCTION. For purposes of this agreement, references to Ventiv, with
respect to events or periods prior to the distribution date, shall mean and
include, where appropriate, Snyder's healthcare services business as it existed
prior to such date.
21. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed in multiple counterparts on
the date set forth above, each of which shall, for all purposes, be deemed an
original and all of which shall evidence but one agreement between the parties
hereto.
SNYDER COMMUNICATIONS, INC., VENTIV HEALTH, INC.,
a Delaware corporation a Delaware corporation
By: By:
- ---
Name: Name:
Title: Title:
3
<PAGE>
Exhibit 10.14
FORM OF TAX SHARING AGREEMENT
TAX SHARING AGREEMENT (the "Agreement") dated as of ___________, 1999
---------
by and among SNYDER COMMUNICATIONS, INC., a Delaware corporation ("Snyder"), and
------
VENTIV HEALTH, INC., a Delaware corporation and a wholly owned subsidiary of
Snyder ("Ventiv").
------
W I T N E S S E T H
-------------------
WHEREAS Snyder and its subsidiaries are currently members of the
Snyder Consolidated Group (as defined herein);
WHEREAS the Board of Directors of Snyder has determined that the
interests of Snyder's businesses would be best served by distributing to Snyder
shareholders, Ventiv's healthcare businesses;
WHEREAS Snyder will undertake a restructuring (the "Restructuring")
following which Snyder will distribute all the shares of Ventiv common stock
held by Snyder, on a pro rata basis, to the holders of the common stock of
Snyder (the "Distribution");
WHEREAS, the parties intend that for federal income tax purposes
certain aspects of the Restructuring and the Distribution shall qualify as tax-
free transactions pursuant to Sections 332, 351, 355 and 368 of the Code (as
defined herein);
WHEREAS, the parties wish (i) to provide for the payment of tax
liabilities and entitlement to refunds thereof, allocate responsibility for, and
cooperation in, the filing of Tax Returns and provide for certain other matters
relating to Taxes (as defined herein) and (ii) to set forth certain
representations, warranties, covenants and indemnities relating to the
preservation of the tax-free status of the Restructuring and the Distribution.
NOW, THEREFORE, in consideration of the mutual promises and
undertakings contained herein, the parties agree as follows:
1. Definitions.
------------
(a) General. For purposes of this Agreement, the following terms
-------
shall have the meanings set forth below:
(i) "Agreement" shall have the meaning set forth in the
---------
preamble to this Agreement.
(ii) "Code" shall mean the Internal Revenue Code of 1986, as
----
amended.
<PAGE>
(iii) "Combined Return" shall mean a consolidated, combined
---------------
or unitary income Tax Return that includes one or more members of the Snyder
Subgroup and one or more members of the Ventiv Subgroup.
(iv) "Distribution" shall have the meaning set forth in the
------------
recitals to this Agreement.
(v) "Distribution Date" shall mean the date on which the
-----------------
Distribution occurs.
(vi) "Indemnified Party" shall mean any Person which is
-----------------
seeking indemnification from an Indemnifying Party pursuant to the provisions of
this Agreement.
(vii) "Indemnifying Party" shall mean any Person from which
------------------
Distribution occurs. Party is seeking indemnification pursuant to the provisions
of this Agreement.
(viii) "Independent Accounting Firm" shall mean a nationally
---------------------------
recognized independent accounting firm, jointly selected by Snyder and Ventiv.
(ix) "Overpayment Rate" shall mean the annual rate of interest
----------------
specified in Section 6621(a)(1) of the Code (or similar provision of state,
local or foreign tax law, as applicable) for overpayments of Tax.
(x) "Person" shall mean and includes any individual,
------
partnership, joint venture, limited liability company, corporation, association,
joint stock company, trust, unincorporated organization or similar entity.
(xi) "Post-Distribution Taxable Period" shall mean a taxable
--------------------------------
period that begins after the Distribution Date.
(xii) "Pre-Distribution Taxable Period" shall mean a taxable
-------------------------------
period that ends on or before the Distribution Date.
(xiii) "Present Value Benefit" shall mean the present value
---------------------
(based on a discount rate equal to the short-term applicable federal rate as
determined under Section 1274(d) of the Code at the time of determination, and
assuming that the Indemnified Party will be liable for Taxes at all relevant
times at the maximum marginal rates) of any income tax benefit.
(xiv) "Proceeding" shall mean any audit or other examination,
----------
or any judicial or administrative proceeding, relating to liability for or
refunds or adjustments with respect to Taxes.
(xv) "Refund" shall mean any refund of Taxes, including any
------
reduction in liability for such Taxes by means of a credit, offset or otherwise.
<PAGE>
(xvi) "Restructuring" shall have the meaning set forth in the
-------------
recitals to this Agreement.
(xvii) "Snyder" shall have the meaning set forth in the
------
preamble to this Agreement.
(xviii) "Snyder Consolidated Group" shall mean the affiliated
-------------------------
group of corporations, within the meaning of Section 1504(a) of the Code, of
which Snyder is the common parent, and any member of such group.
(xix) "Snyder Business" shall mean all businesses, operations,
---------------
assets, and liabilities of any member of the Snyder Consolidated Group other
than those businesses, operations, assets and liabilities that comprise the
Ventiv Business.
(xx) "Snyder Business Tax Liabilities" shall mean all Tax
-------------------------------
Liabilities other than Ventiv Business Tax Liabilities.
(xxi) "Snyder Subgroup" shall mean each member of the Snyder
---------------
Consolidated Group other than any member of the Ventiv Subgroup.
(xxii) "Straddle Period" shall mean a taxable period that
---------------
includes, but does not end on, the Distribution Date.
(xxiii) "Tax" or "Taxes" shall mean all taxes, charges, fees,
--- -----
imposts, levies or other assessments, including, without limitation, all net
income, gross receipts, capital, sales, use, gains, ad valorem, value added,
transfer, franchise, profits, inventory, capital stock, license, withholding,
payroll, employment, social security, unemployment, excise, severance, stamp,
occupation, property and estimated taxes, customs duties, fees, assessments and
charges of any kind whatsoever, together with any interest and any penalties,
fines, additions to tax or additional amounts imposed by any taxing authority
(domestic or foreign) and shall include any transferee liability in respect of
Taxes.
(xxiv) "Tax Liabilities" shall mean all liabilities for Taxes.
---------------
(xxv) "Tax Returns" shall mean all reports, returns,
-----------
declarations, forms and statements filed or required to be filed with respect to
Taxes, including attachments thereto and amendments thereof.
(xxvi) "Transaction Related Proceeding" shall mean a
------------------------------
Proceeding, to the extent it relates to the qualification of the Restructuring
and the Distribution as tax-free transactions pursuant to Sections 332, 351, 355
and 368 of the Code.
(xxvii) "Transaction Tax Returns" shall mean all Tax Returns
-----------------------
filed or required to be filed with respect to Transaction Taxes.
(xxviii) "Transaction Taxes" shall mean all sales, use,
-----------------
license, transfer, stamp, and other similar taxes or fees (including, without
limitation, all real
<PAGE>
estate, patent, copyright, and trademark transfer taxes and recording fees)
incurred in connection with the Restructuring or Distribution.
(xxix) "Ventiv" shall have the meaning set forth in the
------
preamble to this Agreement.
(xxx) "Ventiv Business" shall mean all businesses, operations,
---------------
assets and liabilities of any member of the Snyder Consolidated Group that
comprise the pharmaceutical and life sciences businesses.
(xxxi) "Ventiv Business Tax Liabilities" shall mean all Tax
-------------------------------
Liabilities arising out of or attributable to the Ventiv Business, including,
without limitation, Tax Liabilities arising out of the acquisition of any Ventiv
Business.
(xxxii) "Ventiv Subgroup" shall mean Ventiv and its present
---------------
and future direct and indirect subsidiaries.
(b) Other Definitional Provisions.
(i) The words "hereof", "herein", and "hereunder" and words
of similar import, when used in this Agreement, shall refer to this Agreement as
a whole and not to any particular provision of this Agreement.
(ii) The terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.
2. Certain Operating Conventions.
------------------------------
(a) Termination of Taxable Years. For federal income tax purposes,
----------------------------
the taxable year of each member of the Ventiv Subgroup shall end as of the close
of the Distribution Date. Snyder and Ventiv shall, unless prohibited by
applicable law, take all action necessary or appropriate to close the taxable
period of each member of the Ventiv Subgroup for all Tax purposes as of the
close of the Distribution Date.
3. Filing of Tax Returns; Payment of Taxes.
----------------------------------------
(a) Tax Returns Required to Be Filed Prior to Distribution Date.
-----------------------------------------------------------
Snyder shall file or cause to be filed all Tax Returns of Snyder and any member
of the Snyder Consolidated Group required to be filed (after giving effect to
any valid extension of time in which to make such filings) prior to the
Distribution Date and shall pay or cause to be paid all Tax Liabilities due with
respect to such Tax Returns.
(b) Tax Returns for Pre-Distribution Taxable Periods and Straddle
-------------------------------------------------------------
Periods. Snyder shall prepare or cause to be prepared, for Pre-Distribution
- -------
Taxable Periods and Straddle Periods, all (1) Combined Returns and (2) Tax
Returns required to be filed on a separate return basis by any member of the
Snyder Consolidated Group, in each case, which Tax Returns are not required to
be (after giving effect to any valid extensions), and are not, filed on or prior
to the Distribution Date. Snyder shall pay or
<PAGE>
cause to be paid all Snyder Business Tax Liabilities due with respect to Tax
Returns described in (1) and (2), and Ventiv shall pay or cause to be paid all
Ventiv Business Tax Liabilities due with respect to such Tax Returns. Snyder
shall provide Ventiv with a copy of any such Tax Returns which reflect Ventiv
Business Tax Liabilities at least twenty (20) days prior to the due date for
filing such Tax Returns. Ventiv shall have the right to review any such Tax
Returns and Ventiv and Snyder shall attempt in good faith mutually to resolve
any disagreements regarding such Tax Returns. With respect to any Tax Returns
described in (2) relating to a member of the Ventiv Subgroup, Snyder shall
timely file such Tax Returns with the appropriate Tax authority pursuant to a
power of attorney executed and delivered to Snyder by Ventiv pursuant to Section
9(d) hereof.
(c) Tax Returns for Post-Distribution Taxable Periods. Ventiv shall be
-------------------------------------------------
responsible for (1) preparing and filing or causing to be prepared and filed all
Tax Returns required to be filed by any member of the Ventiv Subgroup for any
Post-Distribution Taxable Period and (2) paying or causing to be paid any Tax
Liability due with respect to such Tax Returns. Snyder shall be responsible for
(1) preparing and filing or causing to be prepared and filed all Tax Returns
required to be filed by any member of the Snyder Subgroup for any Post-
Distribution Taxable Period and (2) paying or causing to be paid any Tax
Liability due with respect to such Tax Returns.
(d) Transaction Taxes. Each of Snyder and Ventiv shall be
-----------------
responsible for preparing and filing or causing to be prepared and filed all
Transaction Tax Returns required to be filed by it and each of Snyder and Ventiv
shall pay or cause to be paid all Transaction Taxes required to be paid by it.
4. Indemnification for Taxes.
--------------------------
(a) Indemnification by Ventiv. Ventiv shall pay, and shall indemnify
-------------------------
and hold each member of the Snyder Subgroup and their respective shareholders,
directors, officers, employees, affiliates, agents and successors harmless from
and against, without duplication, (1) all Ventiv Business Tax Liabilities, (2)
all Tax Liabilities which Ventiv is required to pay under Section 3 hereof, (3)
all Tax Liabilities incurred by any member of the Snyder Subgroup by reason of
the breach by Ventiv of any of its covenants hereunder, and (4) any costs and
expenses related to the foregoing (including, without limitation, reasonable
attorneys' fees and expenses). Any payments made pursuant to this Section 4(a)
shall be on an after-Tax basis.
(b) Liability of Ventiv Subgroup for Undertaking Certain Transactions.
-----------------------------------------------------------------
Notwithstanding any other provision of this Agreement to the contrary, if, as a
result of any event, action, or failure to act wholly or partially within the
control of any member of the Ventiv Subgroup including, without limitation, any
event, action or failure to act that results in a breach of any representation
or covenant or in the inaccuracy of any statement set forth in Exhibit A hereto,
or any other event related to the acquisition of Ventiv stock any Taxes are
imposed on any member of the Snyder Subgroup with respect to any action taken
pursuant to the Restructuring or the Distribution and the transactions related
to the Restructuring or the Distribution, including without limitation, the
transactions that were intended to be tax-free under
<PAGE>
Sections 332, 351, 355 and 368 of the Code, then Ventiv shall indemnify and hold
harmless each member of the Snyder Subgroup with respect to any such Taxes on an
after-tax basis.
(c) Indemnification by Snyder. Snyder shall pay, and shall indemnify
-------------------------
and hold each member of the Ventiv Subgroup and their respective shareholders,
directors, officers, employees, affiliates, agents and successors harmless from
and against, without duplication, (1) all Snyder Business Tax Liabilities, (2)
all Tax Liabilities which Snyder is required to pay under Section 3 hereof, (3)
all Tax Liabilities incurred by any member of the Ventiv Subgroup by reason of
the breach by Snyder of any of its covenants hereunder, (4) except as set forth
in Section 4(b) hereof, all Tax Liabilities imposed on any member of the Ventiv
Subgroup as a result of any of the transactions related to the Restructuring or
the Distribution being determined to be taxable transactions and (5) any costs
and expenses related to the foregoing (including, without limitation, reasonable
attorneys' fees and expenses). Any payments made pursuant to this Section 4(c)
shall be on an after-Tax basis.
(d) Payment. If the Indemnifying Party is required to indemnify the
-------
Indemnified Party pursuant to this Section 4, the Indemnified Party shall submit
its calculations of the amount required to be paid pursuant to this Section 4
(which shall be net of the Present Value Benefit realized or realizable by the
Indemnified Party), showing such calculations in sufficient detail so as to
permit the Indemnifying Party to understand the calculations. Subject to the
following sentence, the Indemnifying Party shall pay to the Indemnified Party,
no later than 10 days after the Indemnifying Party receives the Indemnified
Party's calculations, the amount that the Indemnifying Party is required to pay
the Indemnified Party under this Section 4. If the Indemnifying Party disagrees
with such calculations, it must notify the Indemnified Party of its disagreement
in writing within 10 days of receiving such calculations. Any dispute regarding
such calculations shall be resolved in accordance with Section 8 of this
Agreement.
(e) Time Limits. Any claim under this Section 4 with respect to a Tax
-----------
Liability must be made no later than 30 days after the expiration of the
applicable statute of limitations for assessment of such Tax Liability.
(f) No Duplication. No payments pursuant to this Section 4 shall be
--------------
duplicative of any payments under the Distribution Agreement entered into as of
the date hereof or vice versa. To the extent that, without regard to this
---- -----
sentence, any Person has a right to be indemnified under both this Agreement and
such other agreement with respect to any Tax Liability, such Person's
indemnification right with respect to such Tax Liability shall be governed
exclusively by this Agreement.
5. Carrybacks and Carryovers. In the event that any member of the
-------------------------
Ventiv Subgroup realizes any loss, credit or other Tax attribute in any Post-
Distribution Taxable Period, such member may elect to carry back such loss,
credit or Tax attribute to a prior Snyder Consolidated Group taxable year.
Snyder shall cooperate with Ventiv in seeking from the appropriate taxing
authority any Refund that reasonably would result from such carryback. Ventiv
shall be entitled to any Refund (or other Tax benefit)
<PAGE>
realized by a member of the Snyder Subgroup (including any interest thereon
received from such taxing authority) attributable to such carryback, within 10
days after such Refund (or other benefit) is received; provided, however, that
-------- -------
Snyder shall be entitled to Refunds that result from the carryback of a loss,
credit or other Tax attribute by a member of the Snyder Subgroup from a Post-
Distribution Taxable Period to a Pre-Distribution Taxable Period. Except as
otherwise provided by applicable law, if a member of the Ventiv Subgroup and a
member of the Snyder Subgroup both may carry back a loss or other Tax attribute
to the same Snyder Consolidated Group taxable year, any Refund (or other Tax
benefit) resulting therefrom shall be allocated between Ventiv and Snyder
proportionately based on the relative amounts of the Refunds (or other Tax
benefits) to which the Ventiv Subgroup and the Snyder Subgroup, respectively,
would have been entitled had its carrybacks been the only carrybacks to such
taxable year. Similarly, Ventiv shall be entitled to the benefit, in Post-
Distribution Taxable Periods, of any net operating loss, capital loss, unused
investment or foreign tax credit or other Tax attribute arising in a Pre-
Distribution Taxable Period (including with respect to an affiliated group of
which Ventiv was a member) and properly apportioned to a member of the Ventiv
Subgroup in accordance with Treasury Regulation Sections 1.1502-21 and 1.1502-22
or other applicable law.
6. Refunds of Taxes. Except as provided in Section 5 above, Ventiv shall
----------------
be entitled to all Refunds relating to Taxes (plus any interest thereon received
with respect thereto from the applicable taxing authority) for which Ventiv is
or may be liable pursuant to the provisions of Sections 3 and 4 of this
Agreement, and Snyder shall be entitled to all Refunds relating to Taxes (plus
any interest thereon received with respect thereto from the applicable taxing
authority) for which Snyder is or may be liable pursuant to the provisions of
Sections 3 and 4 of this Agreement. A party receiving a Refund to which another
party is entitled pursuant to this Agreement shall pay the amount to which such
other party is entitled within 10 days after the receipt of the Refund (plus any
interest thereon received with respect thereto from the applicable taxing
authority less any Taxes payable with respect to such Refund or credit).
7. Cooperation; Maintenance and Retention of Records. Snyder and Ventiv
-------------------------------------------------
shall, and shall cause the members of the Snyder Subgroup and the Ventiv
Subgroup, respectively, to provide the requesting party with such assistance and
documents as may be reasonably requested by such party in connection with (i)
the preparation of any Tax Return, (ii) the conduct of any Proceeding, (iii) any
matter relating to Taxes of any member of the Snyder Consolidated Group, the
Snyder Subgroup or the Ventiv Subgroup and (iv) any other matter that is a
subject of this Agreement, and the requesting party shall pay any reasonable
out-of-pocket expenses incurred in connection therewith. Snyder and Ventiv shall
retain or cause to be retained all Tax Returns, schedules and workpapers, and
all material records or other documents relating thereto, until the expiration
of the statute of limitations (including any waivers or extensions thereof) of
the taxable years to which such Tax Returns and other documents relate or until
the expiration of any additional period that any party reasonably requests, in
writing, with respect to specific material records or documents. A party
intending to destroy any material records or documents shall provide the other
party with reasonable advance notice and the opportunity to copy or take
possession of such records and
<PAGE>
documents. The parties hereto will notify each other in writing of any waivers
or extensions of the applicable statute of limitations that may affect the
period for which the foregoing records or other documents must be retained.
8. Disputes. If the parties disagree as to the amount of any payment to be
--------
made under, or any other matter arising out of, this Agreement, the parties
shall attempt in good faith to resolve such dispute, and any agreed upon amount
shall be paid to the appropriate party. If such dispute is not resolved within
15 days or such other time period as may be set forth in this Agreement, the
parties shall jointly retain the Independent Accounting Firm to resolve the
dispute. The fees of the Independent Accounting Firm shall be borne equally by
Ventiv and Snyder, and the decision of such Independent Accounting Firm shall be
final and binding on all parties. Following the decision of the Independent
Accounting Firm, the parties shall each take or cause to be taken any action
that is necessary or appropriate to implement such decision of the Independent
Accounting Firm, including, without limitation, the prompt payment of
underpayments or overpayments, with interest calculated on such overpayments and
underpayments at the Overpayment Rate from the date such payment was due through
the date such underpayment or overpayment is paid or refunded.
9. Proceedings.
------------
(a) Notification.
-------------
(i) Snyder shall, promptly upon receipt of notice thereof by
any member of the Snyder Subgroup, notify Ventiv in writing of any communication
with respect to any pending or threatened Proceeding in connection with a Tax
Liability (or an issue related thereto) for which Ventiv may be responsible
pursuant to this Agreement. Snyder shall include with such notification a true,
correct and complete copy of any written communication, and an accurate and
complete written summary of any oral communication, so received by a member of
the Snyder Subgroup. The failure of Snyder timely to forward such notification
in accordance with the immediately preceding sentence shall not relieve Ventiv
of its obligation to pay such Tax Liability or indemnify Snyder therefor, except
to the extent that the failure timely to forward such notification prejudices
the ability of Ventiv to contest such Tax Liability or increases the amount of
such Tax Liability.
(ii) Ventiv shall, promptly upon receipt of notice thereof by
any member of the Ventiv Subgroup, notify Snyder in writing of any communication
with respect to any pending or threatened Proceeding in connection with a Tax
Liability (or an issue related thereto) for which Snyder may be responsible
pursuant to this Agreement. Ventiv shall include with such notification a true,
correct and complete copy of any written communication, and an accurate and
complete written summary of any oral communication, so received by a member of
the Ventiv Subgroup. The failure of Ventiv timely to forward such notification
in accordance with the immediately preceding sentence shall not relieve Snyder
of its obligation to pay such Tax Liability or indemnify Ventiv therefor, except
to the extent that the failure timely to forward such notification
<PAGE>
prejudices the ability of Snyder to contest such Tax Liability or increases the
amount of such Tax Liability.
(b) Pre-Distribution Taxable Periods, Post-Distribution Taxable
-----------------------------------------------------------
Periods and Straddle Periods. Snyder (or such member of the Snyder Subgroup
- ----------------------------
as Snyder shall designate) shall have the sole right to represent its interests
in any Proceeding relating to Snyder Business Tax Liabilities and to employ
counsel of its choice at its expense. Ventiv (or such member of the Ventiv
Subgroup as Ventiv shall designate) shall have the sole right to represent its
interests in any Proceeding relating to Ventiv Business Tax Liabilities and to
employ counsel of its choice at its expense. Snyder and Ventiv shall jointly
represent their respective interests in any Proceeding relating to both Snyder
Business Tax Liabilities and Ventiv Business Tax Liabilities.
(c) Transaction-Related Proceedings. Snyder and Ventiv shall jointly
-------------------------------
represent the interests of the Snyder Consolidated Group, the Ventiv Subgroup
and the Snyder Subgroup in any Proceeding relating to Transaction Taxes, or any
Transaction-Related Proceeding for which Ventiv has acknowledged its obligation
to indemnify Snyder pursuant to Section 4(b) hereof. Except as set forth in the
preceding sentence, Snyder shall have the sole right to represent the interests
of the Snyder Consolidated Group, the Ventiv Subgroup and the Snyder Subgroup in
any Transaction-Related Proceeding and to employ counsel of its choice at its
expense.
(d) Power of Attorney. Each member of the Ventiv Subgroup shall
-----------------
execute and deliver to Snyder (or such member of the Snyder Subgroup as Snyder
shall designate) any power of attorney or other document reasonably requested by
Snyder (or such designee) in connection with the filing of Tax Returns as
described in Section 3(b) hereof or the representation by Snyder of the
interests of the Ventiv Subgroup in any Transaction-Related Proceeding as
described in Section 9(c) hereof.
10. Payments.
---------
(a) Interest; Method of Payment. Any payment required by this
---------------------------
Agreement that is not made on or before the date provided hereunder shall bear
interest after such date at the Overpayment Rate. All payments made pursuant to
this Agreement shall be made in immediately available funds.
(b) Characterization of Payments. For all Tax purposes, the parties
----------------------------
hereto agree to treat, and to cause their respective affiliates to treat, (1)
any payment required by this Agreement as either a contribution by Snyder to
Ventiv or a distribution by Ventiv to Snyder, as the case may be, occurring
immediately prior to the Distribution and (2) any payment of interest or non-
federal Taxes by or to a taxing authority as taxable or deductible, as the case
may be, to the party entitled under this Agreement to retain such payment or
required under this Agreement to make such payment, in either case except as
otherwise mandated by applicable law.
11. Certain Covenants.
-----------------
<PAGE>
(a) Snyder and the Snyder Subgroup.
------------------------------
(i) Snyder shall comply and shall cause each member of the
Snyder Subgroup to comply with and otherwise not take action inconsistent with
each representation, statement and covenant set forth on Exhibit A hereto; and
(ii) until two years after the Distribution Date, Snyder will
remain in the active conduct of a trade or business, as defined in Section
355(b) of the Code.
(b) Ventiv and the Ventiv Subgroup.
------------------------------
(i) Ventiv shall comply and shall cause each member of the
Ventiv Subgroup to comply with and otherwise not take action inconsistent with
each representation, statement and covenant set forth on Exhibit A hereto; and
(ii) until two years after the Distribution Date, Ventiv will
remain in the active conduct of a trade or business, as defined in Section
355(b) of the Code.
12. Termination of Prior Tax Sharing Agreements. This Agreement shall take
-------------------------------------------
effect on the Distribution Date and shall replace all other agreements, whether
or not written, in respect of any Taxes between or among any members of the
Snyder Subgroup on the one hand and the Ventiv Subgroup on the other. All such
replaced agreements shall be cancelled as of the Distribution Date to the extent
they relate to any members of the Ventiv Subgroup, and any rights or obligations
of any members of the Snyder Subgroup or the Ventiv Subgroup existing thereunder
thereby shall be fully and finally settled without any payment by any party
thereto.
13. Amendment. This Agreement may be amended, modified or supplemented
---------
only by a written agreement signed by all of the parties hereto.
14. Governing Law. This Agreement shall be governed by, and construed in
-------------
accordance with, the laws of the State of New York, without reference to choice
of law principles, including matters of construction, validity and performance.
15. Notices. Notices, requests, permissions, waivers, and other
-------
communications hereunder shall be in writing and shall be deemed to have been
duly given if signed by the respective persons giving them (in the case of any
corporation the signature shall be by an officer thereof) and delivered by hand
or by telecopy or on the date of receipt indicated on the return receipt if
mailed (registered or certified, return receipt requested, properly addressed
and postage prepaid):
If to Snyder, to:
Snyder Communications, Inc.
Two Democracy Center
6903 Rockledge Drive, 15th floor
<PAGE>
Bethesda, Maryland 20817
Attention: Chief Executive Officer
If to Ventiv, to:
Ventiv Health, Inc.
200 Cottontail Lane
Vantage Court North
Somerset, New Jersey 08873
Attention: Chief Executive Officer
or to such other address as either party hereto may have furnished to the other
party by a notice in writing in accordance with this Section 15. Copies of all
notices, requests, claims, demands and other communications hereunder shall also
be given to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Norman D. Chirite, Esq.
16. Entire Agreement. This Agreement contains the entire understanding
----------------
of the parties hereto with respect to the subject matter contained herein, and
supersedes and cancels all prior agreements, negotiations, correspondence,
undertakings and communications of the parties, oral or written, respecting such
subject matter.
17. Headings; References. The article, section and paragraph headings
--------------------
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. All references
herein to "Sections" shall be deemed to be references to Sections hereof unless
otherwise indicated.
18. Counterparts. This Agreement may be executed in one or more
------------
counterparts and each counterpart shall be deemed to be an original, but all of
which shall constitute one and the same original.
19. Parties in Interest; Assignment; Successor. Neither this Agreement
------------------------------------------
nor any of the rights, interest or obligations hereunder shall be assigned by
either of the parties hereto without the prior written consent of the other
party. Subject to the preceding sentence, this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to confer upon any other Person, other than members of the Ventiv
Subgroup and the Snyder Subgroup, any rights or remedies under or by reason of
this Agreement.
20. Severability; Enforcement. The invalidity of any portion hereof shall
-------------------------
not affect the validity, force or effect of the remaining portions hereof. If it
is ever held that any restriction hereunder is too broad to permit enforcement
of such restriction to its
<PAGE>
fullest extent, each party agrees that a court of competent jurisdiction may
enforce such restriction to the maximum extent permitted by law, and each party
hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction.
21. Effective Date. This Agreement shall become effective only upon the
--------------
occurrence of the Distribution Date.
IN WITNESS WHEREOF, each of the parties has caused this Tax Sharing
Agreement to be executed on its behalf by its officers thereunto duly
authorized, all as of the day and year first written above.
SNYDER COMMUNICATIONS, INC.
By:______________________________
Name:
Title:
VENTIV HEALTH, INC.
By:______________________________
Name:
Title:
<PAGE>
Exhibit 21
Subsidiaries of the Registrant
<TABLE>
<CAPTION>
Incorporation
Legal Entity State Country
------------ ----- -------
<S> <C> <C>
American List Corporation Delaware US
American Sampling Incorporated Delaware US
American Student List Corp. New York US
Arnold Communications, Inc. Massachusetts US
Arnold Ingalls Moranville, Inc. California US
Barry Blau & Partners of California, Inc. California US
Barry Blau & Partners of Maryland, Inc. Maryland US
Barry Blau & Partners of New York, Inc. New York US
Barry Blau & Partners West, Inc. Connecticut US
Bay IV Berry Associates, Inc. Connecticut US
Bay V Berry Associates, Inc. Connecticut US
Berenson, Isham & Partners, Inc. Massachusetts US
Blau Broadcast Direct, Inc. Connecticut US
Blau Marketing Technologies, Inc. Delaware US
Bounty Gift-Pax Delaware US
Bounty Holdings Inc. (US) Delaware US
Bounty Publications Inc. Delaware US
Broadwell Marketing Group, Inc. Texas US
Circle Interactive, LLC Delaware US
Circle.com Delaware US
Direct Edgemarketing, Inc. Illinois US
E-Studio Inc. Georgia US
Echo Marketing, Inc. dba Echo Media Georgia US
Edge Network, Inc. Texas US
Even Steven, Inc. New York US
Forbes Group Corporation Texas US
G.P. Snyder Marketing Services, Inc. Delaware US
Huckleberry Corporation Connecticut US
International Olympian Coin Centre, Ltd. Connecticut US
Manhattan Response Group New York US
Media Syndication Global New York US
National Sales Services, Inc. DBA National Retail Sales Delaware US
Natural Intelligence, Inc. Massachusetts US
Snyder OOI Acquisition, Inc. New York US
Polygon Multi-Faceted Communications, Inc. Texas US
Preferred Response Guild, LP New York US
Response Analytics, Inc. Georgia US
Response Marketing Group, LLC Georgia US
</TABLE>
<PAGE>
Exhibit 21
(Continued)
<TABLE>
<CAPTION>
Incorporation
Legal Entity State Country
------------ ------------- -------
<S> <C> <C>
Rockpile Interactive California US
Sampling Corporation of America Illinois US
SMS Employee Stock Ownership Fund Delaware US
SNC Holdings, Inc. Delaware US
Snyder Acquisition Corp. III Delaware US
Snyder Acquisitions Holding, Inc. Delaware US
Snyder Communications, Inc. (Parent) Delaware US
Snyder Complete Target Marketing Solutions, Inc. Nevada US
Snyder Direct Services, Inc. Delaware US
Snyder Foreign Acquisition, Inc. Delaware US
Snyder Marketing Services, Inc. Delaware US
Spyglass Management Company, Inc. Texas US
Steve Blake Development New York US
Stork Nursery Supplies, Inc. (US) Delaware US
Tracer Transaction Systems, Inc. Texas US
Tsunami Consulting Group, Inc. Colorado US
Vision Integrated Marketing California US
Baby Junction Limited UK
Baby Love Limited UK
BDDH Group UK
Blau Direct International Limited UK
Blau Tequila UK
Bounty Group Employee Share Scheme Trust UK
Bounty Group Holdings Limited UK
Bounty Group Limited UK
Bounty Holdings Limited UK
Bounty Publications Limited UK
Bounty Services (Ireland) Limited UK
Bounty Services Limited UK
Bounty Vision Limited UK
Brann Direct Marketing, Ltd. UK
Brann Holdings Limited UK
Brann Limited Brann I UK
Brann Software Limited UK
Brann Telephone Marketing, Ltd. UK
Christian Brann Limited UK
Columns Limited UK
Contact 24 Limited UK
Diss Building & Maintenance Services Limited UK
Diss Fulfillment Services Limited UK
</TABLE>
<PAGE>
Exhibit 21
(Continued)
<TABLE>
<CAPTION>
Incorporation
Legal Entity State Country
------------ --------- -------
<S> <C> <C>
Diss Fulfilment Services (Ireland) Limited UK
Ellert Payroll Services Limited UK
Ellert Retail Operation Services Limited UK
Encorehaven UK
Firefly Research Limited UK
Global Vision Limited UK
M SC Communications Limited UK
Music Line Limited UK
Newbury Direct Marketing Services UK
Palcon Limited UK
Partners Andrews Aldridge Limited UK
Partners BDDH Limited UK
Redwood Packaging Ltd. UK
Revelfax Limited UK
SJA Marketing Services Limited UK
Snyder Communications Holdings (UK) Limited UK
Snyder Europe Limited UK
Snyder Finance Ltd. UK
Snyder Group PLC (BDDH) UK
Snyder Limited UK
Source Associates Limited UK
Stork Nursery Supplies Limited UK
Waveney Glass Company, The UK
IMG Canada Canada
Brann Acquisition Belgium (KI) Belgium
Brann Acquisition Belgium sprl (en cours de
constitution) Belgium
KI Call Center Interim Belgium
KI Outsourcing Belgium
KI Partners Belgium
KI Teleresources Belgium
KI Teleservices Belgium
KI Partners France France
</TABLE>
<PAGE>
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 10-K, into the Company's previously filed
Registration Statement File Nos. 333-91009, 333-82467, 333-74741, 333-33829 and
333-13079.
ARTHUR ANDERSEN LLP
Vienna, Virginia
March 30, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1998 DEC-31-1999
<CASH> 47,931 89,545
<SECURITIES> 612 9
<RECEIVABLES> 85,932 108,990
<ALLOWANCES> 7,031 7,524
<INVENTORY> 0 0
<CURRENT-ASSETS> 285,397 358,588
<PP&E> 118,122 147,158
<DEPRECIATION> 47,755 61,917
<TOTAL-ASSETS> 615,614 786,463
<CURRENT-LIABILITIES> 240,071 320,303
<BONDS> 12,283 190,964
0 0
0 0
<COMMON> 89 100
<OTHER-SE> 357,289 271,418
<TOTAL-LIABILITY-AND-EQUITY> 615,614 786,463
<SALES> 0 0
<TOTAL-REVENUES> 493,803 638,480
<CGS> 322,980 437,672
<TOTAL-COSTS> 458,856 588,965
<OTHER-EXPENSES> (3,638) (2,873)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,753 5,795
<INCOME-PRETAX> 36,832 46,593
<INCOME-TAX> 15,472 29,495
<INCOME-CONTINUING> 21,360 17,098
<DISCONTINUED> 1,446 (11,562)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 22,806 5,536
<EPS-BASIC> 0.33 0.24
<EPS-DILUTED> 0.32 0.23
</TABLE>
