SYNCOR INTERNATIONAL CORPORATION
1996 ANNUAL REPORT
SECURING SYNCOR'S FUTURE
FRONT COVER: Several photos of Syncor employees.
Syncor's mission is to be the premier provider of prepared time-
critical pharmaceuticals and comprehensive value-added pharmacy
services which meet the needs of the professional health care
community and their patients.
INSIDE COVER: A photo of Syncor International Corporation
Headquarters in Woodland Hills, California.
CORPORATE PROFILE
_________________
Syncor International Corporation is the premier provider of
radiopharmaceuticals to the health care community. The Company
compounds and dispenses radioisotopes -- in both patient-specific
unit doses and multidose form -- for use in diagnostic imaging
and therapy. Syncor distributes these time-critical products
through an expanding network of nuclear pharmacy service centers
- -- 121 domestic and ten international. This network, which serves
7,000 customers, is the only one of its kind providing both
diagnostic and information services to hospitals and alternate-
site nuclear medicine facilities nationwide.
Additionally, Syncor is broadening its business base beyond its
core commercial radiopharmacy operations. Through a joint venture
announced in February 1997, Syncor plans on expanding its
presence in the medical imaging field. Syncor anticipates
operating 10 "open MRI" (magnetic resonance imaging) centers
across the United States during the first year of operations. In
addition, Syncor plans to enter the radiopharmaceutical
manufacturing field with the purchase of and Iodine 123 business.
Syncor was established in 1974 and became a public company at
that time. Syncor common stock is traded under the symbol SCOR on
the National Association of Securities Dealers Automated
Quotation (NASDAQ) system.
TABLE OF CONTENTS
_________________
Pharmacy Location Map..............................Inside Page 5
Financial Highlights.......................................... 1
Letter to Shareholders........................................ 4
Syncor's Teams................................................ 7
Core Business Improvement..................................... 8
Investing in Our People.......................................10
Management's Discussion and Analysis of
Financial Condition and Results of Operations.................14
Selected Financial Data.......................................13
FINANCIAL HIGHLIGHTS
____________________
Reported an increase of 11% in net sales to $366.4 million
Posted net income from continuing operations of $6.9 million
Increased cash position to $27.7 million
Compounded and delivered 6.2 million prescriptions
<TABLE>
<CAPTION>
FINANCIAL DATA
Year Ended Year Ended Year Ended
December December December
31, 31, 31,
(In thousands, except per share data) 1996 1995 1994
______________________________________________________________________________
<S> <C> <C> <C>
Net sales $366,447 $331,435 $319,193
Net income - continuing operations 6,900 4,984 1,390
Net income per share - continuing operations
(fully diluted shares) .64 .48 .13
Cash, cash equivalents and marketable
securities $ 27,711 $ 26,559 $ 19,201
Cash flow from operations $ 14,020 $ 15,505 $ 13,329
=====================================
</TABLE>
DOMESTIC RADIOPHARMACIES
As of December 31, 1996:
Syncor International Corporation - 121 48%
Other Radiopharmacies - 69 28%
Mallinckrodt - 38 14%
Amersham Medi+Physics - 26 10%
RADIOPHARMACIES
Syncor's Domestic Network As of December 31:
1996 121
1995 118
1994 117
1993 109
<PAGE>
Through the course of 1997, Syncor International plans a
refocusing strategy aimed at increasing operational efficiency
through such programs as
CORE BUSINESS IMPROVEMENTS (CBI)
AND
PHARMACY MANAGER ACTION COUNCIL (PMAC).
"Syncor's plan for 1997 calls for the continuation of our efforts
to strengthen our core radiopharmaceutical business and to expand
our business base."
NET SALES (in millions)
_______________________
Year Ended December 31,
1996 $366.4
1995 $331.4
1994 $319.2
1993 $241.3
INDIVIDUAL PHOTOS OF:
Monty Fu, Chairman of the Board and
Robert G. Funari, President and Chief Executive Officer
TO OUR STOCKHOLDERS
During 1996, Syncor continued to implement a two-part strategy
for securing the future of our organization. The first part
involves the ongoing strengthening of our core
radiopharmaceutical business; the second, the exploration of
opportunities for broadening the Company's business base.
INVESTING IN OUR CORE BUSINESS
In 1996, Syncor's core nuclear radiopharmacy business generated
sufficient cash to enable the Company to undertake a
comprehensive corporate re-engineering project and invest in
several new business opportunities.
Early in the year, the Board of Directors made a commitment to
invest $8 million in the Core Business Improvement ("CBI") re-
engineering program. By the time CBI is completed in late 1998,
Syncor will have redesigned the way it does business in order to
position the Company for greater success in anticipating and
meeting customer needs in the rapidly changing health care
environment. (To learn more about CBI and some of the other new
management tools we are using to help Syncor to become a stronger
and more flexible organization, please see the editorial section
of this report.)
DEFINING SYNCOR'S ROLE IN PET IMAGING
Syncor's largest new business investment of 1996 was a
multimillion dollar commitment to a joint venture dedicated to
accelerating the use of positron emission tomography ("PET") in
clinical diagnostic imaging. PET is a highly accurate imaging
technology used in oncology, neurology and cardiology. The joint
venture, called P.E.T.Net(TM) Pharmaceutical Services(TM), LLC
("PETNet"), was formed in June 1996 in partnership with CTI,
Inc., of Knoxville, Tennessee, and was entirely funded by Syncor.
Syncor's role in PETNet involved compounding and distributing
time-critical PET isotopes through a network of ten dedicated PET
compounding distribution centers.
Since 1995, the U.S. Food and Drug Administration (FDA) has controlled
the manufacture and distribution of PET isotopes. When the FDA
first proposed regulations concerning PET, Syncor filed a lawsuit
challenging their scope. Judgement was entered in favor of the FDA
and Syncor is appealing that judgement. Syncor continues to believe that
there is an existing future commercial market for PET isotopes, but
that additional participation is needed by others in the area of
sales, marketing, manufacturing and distribution. Therefore, Syncor
believes this is to focus on its proven strengths in providing
specialized packaging and delivery services for these products.
In March 1997, Syncor entered into an agreement to sell all of
its interest in PETNet to PETNet Partners, LLC, in exchange
for, among other things, preferred distribution rights to PET
isotopes within the United States, a secured note payable to
Syncor in the amount of $2.25 million, royalties from the sale of
PET products in an aggregate amount of $1.5 million, and
exclusive rights to distribute cyclotrons, manufactured by CTI,
Inc., in Taiwan for two years.
In addition, the Company is taking
the step of relinquishing the exclusive distribution agreement
that it had in the P.E.T.Net joint venture in order to make it
more attractive for other companies to work with Syncor and CTI
in building the market for PET isotopes. We plan to capitalize on
Syncor's strengths in customer support services and the
just-in-time distribution of radiopharmaceutical products and
anticipate making the Company the nation's leading distributor of
PET isotopes.
While Syncor's investment in PETNet had an immediate negative
impact on 1996 earnings, we believe that our continuing
commitment to PET will generate long-term value to our customers
and stockholders.
MEETING SALES GROWTH OBJECTIVES
The Company was successful in meeting its sales performance
objectives for 1996. As in the preceding year, cardiology
products represented the largest and fastest-growing segment of
Syncor's sales mix. Syncor's best-selling cardiology compounds
are thallium and Cardiolite(r), a newer product manufactured by
the DuPont Merck Pharmaceutical Company, our strategic
distribution alliance partner since 1994. Sales of Cardiolite(R),
which is rapidly replacing thallium as the nuclear medicine
industry's "gold standard" for stress testing, increased by 26
percent during 1996.
IMPROVING SUPPLIER RELATIONSHIPS
Another of the year's key business objectives was to develop new
relationships with other nuclear medicine manufacturers in order
to round out Syncor's product offering and strengthen our
position as the industry's pharmacy of choice. During 1996,
Syncor entered into distribution agreements with two major
suppliers, Mallinckrodt Medical, Inc.; and Medi-Physics, Inc., a
U.S. subsidiary of Amersham International.
Under the Medi-Physics agreement, announced in May, Syncor
acquired the right to distribute Ceretec(R), a
radiopharmaceutical used for brain imaging and white blood cell
labeling.
Under the Mallinckrodt agreement, also announced last spring,
Syncor received access to Mallinckrodt's line of
radiopharmaceutical products. Through these agreements, we are
providing greater product access for our customers as well as
increased sales opportunities.
In February 1997, Syncor announced its intent to purchase the
Iodine-123 business of Golden Pharmaceuticals, Inc. Iodine-123 is
an important nuclear medicine product used in the diagnosis of
thyroid disorders. Syncor has been distributing Golden's Iodine-
123 capsules since the early 1980's. The acquisition of this
business not only improves Syncor's ability to provide reliable
distribution services to hospital and nuclear medicine clinic
customers but also provides us with the ability to package and
distribute a broad range of Iodine-123 pharmaceutical products
with increased margins.
EXPANDING AGGRESSIVELY WORLDWIDE
Syncor is also strengthening its core business outside the U.S.
by aggressively expanding into foreign countries where
opportunities exist not only in nuclear medicine but also in non-
nuclear imaging and radiology. To facilitate its global expansion
program, announced in 1995, Syncor is using teams of employees to
perform on-site research in 17 international markets on three
continents. To date, nine feasible locations for Syncor
radiopharmacies have been identified through the employee
"Adopt-A-Country" program. During 1997 and 1998, we plan to open
11 more facilities, bringing the total number of radiopharmacies
in Syncor's international network to 14 by year's end and 25 by
the end of 1998.
BROADENING SYNCOR'S BUSINESS BASE
The second part of our strategy for securing Syncor's future is
broadening the Company's business base. Starting in 1996, we
initiated a process for identifying, developing and implementing
new business opportunities that will either apply our existing
skills -- such as just-in-time distribution and pharmacy
management -- to new health care arenas to enable us to develop
additional competencies that will enhance Syncor's value to new
and existing customers.
In February 1997, we took our first major step toward
diversification by entering into a joint venture with National
Diagnostic Services, Inc. (NDS), to establish and operate
magnetic resonance imaging (MRI) centers. The centers will use a
new, less expensive, more compact technology known as "open MRI."
Open on all sides and, therefore, less intimidating to patients,
open MRI equipment produces high-quality diagnostic images across
a wide range of applications.
As partners in Syncor Diagnostics, LLC, Syncor and NDS plan to
establish ten open MRI centers across the U.S. during the
venture's first year of operations. Through this new business
opportunity, to which we have committed $5 million, Syncor
expects to gain valuable experience in dealing directly with a
new customer base.
INNOVATING FOR A BIGGER SERVICE DIFFERENCE
Syncor has always distinguished itself through operational
excellence -- that is, our ability to get the right product to
the right place at the right time, meet quality expectations, and
provide superior support services to customers. In addition, we
recognize that Syncor's talent for innovation also has the
potential to be leveraged into new business opportunities.
As an innovator, the Company is known for pioneering the
radiopharmacy concept. In recent years, we have become
particularly strong in the development of proprietary
radiopharmacy management information systems. These include Unit
Dose Manager(TM) and the Windows-based SYNtrac(TM) integrated
software and hardware as well as NucLink(TM), a program that
provides an electronic link between our radiopharmacies and
users.
In 1995, Syncor introduced SECURE(TM), a unique product delivery
and waste management system for the syringes used to administer
radioisotopes. We are now looking into additional applications
for the technology employed in this safety system, which
eliminates the biohazards associated with the handling of
injection devices.
LOOKING AHEAD
Syncor's plan for 1997 calls for the continuation of our efforts
to strengthen our core radiopharmaceutical business and to expand
our business base. In our core business, we will be working
closely with manufacturers to support the introduction of several
new oncology products. We will also be focusing on improving
profitability at all our radiopharmacy locations and maintaining
price stability through a disciplined approach to managing
customer relationships. The programs launched in 1996 to improve
our core business, retrain Syncor employees, and maximize the
returns on our new business investments will continue to receive
our fullest support.
The Company will also continue to seek mutually beneficial
partnerships with large health care purchasing groups. In
January, Syncor signed a five-year, $270 million sole source
national contract with VHA, Inc., which represents 1,300 health
care providers across the nation.
In February, however, Syncor withdrew from discussions with
Premier, a purchasing group representing approximately 1,800 U.S.
hospitals, regarding the continuation of previous agreements to
supply diagnostic compounds. In order to minimize the anticipated
negative financial impact of the loss of these agreements, which
are worth approximately $60 million annually, we are continuing
to make Syncor's services available to those Premier members who
value these services.
OTHER DEVELOPMENTS
In June 1996, Syncor's Board of Directors authorized the Company
to repurchase up to 500,000 shares of Syncor common stock. This
action was the Board's third authorization since 1994. Since that
time, 1,252,600 shares have been repurchased. As of March 26,
1997, 247,400 shares authorized for repurchase remained
outstanding.
In July, the Board announced the resignation of Gene McGrevin and
the selection of Robert Funari to replace Gene as Syncor's chief
executive officer. We would like to take this opportunity to
thank Gene for his many contributions to the Company's growth.
In February 1997, Syncor relocated its corporate headquarters to
an office building in Woodland Hills, California. Advantages of
the new facility, which we are occupying under a 10-year lease at
lower operating costs.
SECURING SYNCOR'S FUTURE
In summary, we believe we are doing everything possible to build
on Syncor's strengths in order to secure our Company's future.
Thanks to our suppliers, customers, stockholders and, above all,
our more than 2,200 dedicated employees, we are confident that
Syncor possesses the competitive edge that will enable it to meet
the changing needs of health care customers well into the 21st
century.
/S/ MONTY FU
___________________________________
Monty Fu
Chairman of the Board
/S/ ROBERT G. FUNARI
___________________________________
Robert G. Funari
President & Chief Executive Officer
<PAGE>
SYNCOR'S TEAMS
SYNCOR VALUES THE IDEAS OF EVERY INDIVIDUAL
AND CONTINUES TO MAKE TEAM MANAGEMENT A NUMBER ONE PRIORITY
GROUP PHOTO OF:
_________________
Jerry Costanzo, General Manager
Kevin Fong, Sales Consultant
Kathy Hill, Manager, National Accounts
Roxanne Duvigneaud, Staff Pharmacist
Shahnam Zanid-Biglari
INDIVIDUAL PHOTOS OF:
____________________
Benson Yang, Pharmacy Manager, Berkeley, CA
Mary Smith, Sales Manager, Northwest Business Unit
Syncor's teams of professionals include General Managers, Sales
Consultants, Account Managers, Pharmacists, Technicians and
Customer Service Assistants.
FOLDS IN A PHOTO OF WORLD'S MAP
Through the course of 1997, Syncor International plans a
refocusing strategy aimed at increasing customer service and
operational efficiency.
Syncor 1996 Achievement Awards Recipients.
PHOTOS OF AWARD WINNERS IN 1996:
1. Melanie Reveal, Sales Managers of the year
2. Joyce Douglas, President's Award
3. Kim Giordano, National Account Manager of the year
CBI -- CORE BUSINESS IMPROVEMENT
Creating a New Kind of Organization
The goal of Syncor's management is to secure the future of the
Company. In a business environment that is changing daily,
securing Syncor's future means creating an organization that not
only performs well today but also possesses the adaptability to
perform even better tomorrow.
In 1995, the Company initiated a business process re-engineering
project with the objectives of:
o Challenging the way Syncor does business in order to create
a long-term competitive advantage
o Aligning and focusing the organization's infrastructure to
support corporate strategies
o Optimizing existing processes and investments in the
Company's core business
o Improving access to information throughout the organization
o Creating a culture of employees who can adapt readily to
changes in the business environment.
In 1996, these objectives became part of what is now known as the
Core Business Improvement (CBI) project. Syncor's commitment to
CBI will enable the Company to improve productivity, reduce
costs, increase sales, strengthen relationships with customers
and suppliers, introduce new products and services, and empower
employees to function at their best.
WHY RE-ENGINEERING IS NECESSARY
Competition within the nuclear pharmacy segment of the health
care industry is intensifying. Independent radiopharmacies are
entering new and existing markets at an accelerated pace.
Suppliers have become vertically integrated companies with their
own distribution channels in tough competitors. Moreover, new
imaging procedures that compete with the nuclear modalities that
Syncor supports are gaining in popularity.
The challenges facing our industry segment are not unique. Health
care reform has spurred competition throughout the industry and
is compelling our customers -- chiefly, hospital nuclear medicine
departments and alternate-site clinics -- to change the way that
they do business. Most are re-engineering their own operations
and seeking to establish more mutually beneficial relationships
with suppliers. All have been forced to become more cost-
conscious, which means that they now demand higher levels of
service at significantly lower costs.
CBI CORE BUSINESS INTEGRATION
INDIVIDUAL PHOTOS OF:
Mark Anderson, Information Systems Specialist, Northwest Business
Unit
Peter Solomon, Pharmacy Manager, Portland, OR
All of these factors place pressure on distributors to reduce
prices in order to stay competitive, thereby squeezing profit
margins. If Syncor is to increase sales and profitability, expand
our market share, and maintain our position as the
radiopharmaceutical industry leader, we must find better, more
innovative ways of conducting business so that we can
continuously improve the value we provide to both customers and
stockholders.
HOW CBI WORKS
CBI is a disciplined approach to effecting change at every level
of the organization. To assist Syncor in this process,
management has retained Canal Bridge Consulting, a firm that
specializes in business transformations, as our project
methodology and business design experts.
At present, the timetable for implementation of CBI at Syncor
runs through 1998. The project is being conducted in multiple
phases.
During Phase I, which began in April 1996 and concluded in March
1997, the CBI effort focused on redesigning processes in two of
the most critical areas of our business: customer relations and
order fulfillment. Through a series of workshops, employees
developed business objectives, identified the operational
requirements of customers and suppliers, and designed processes
to ensure that employee energy is devoted to performing
essential, value-adding work.
All Syncor departments and functions are represented on the CBI
project team. In March, this team presented its recommendations
for changing Syncor's core business operations to senior
management. Once these recommendations have been approved, cross-
organizational teams will craft implementation plans for changes
in technology and procedures, develop related training and
support materials, and introduce the changes on a pilot basis
before rolling out the complete program company-wide.
By assuring that Syncor's core business processes are the right
ones and that our information systems provide access across the
organization to accurate and timely information for decision-
making, we are laying the foundation for becoming the channel of
distribution for time-critical production and delivery of
products and services in the years ahead.
THE CBI VISION
"We pursue radical breakthroughs by continuous innovation. We
shape industry standards through processes that push customer and
supplier expectations beyond our competitor's reach. We create a
culture of curiosity and learning that thrives on action and
change."
INVESTING IN OUR PEOPLE
"Open-book management transforms the traditional employer-
employee relationship. It is a powerful tool for change that is
enabling Syncor to move faster, make wiser decisions, and achieve
better results."
INDIVIDUAL PHOTOS OF:
Gary Hoogland, Senior Pharmacy Manager, Spokane, WA
Team Members, Southern California Business Unit
PMAC -- PHARMACY MANAGERS' ACTION COUNCIL
Networking for mutual benefit
Syncor owns and operates 121 radiopharmacies throughout the
United States. We have always regarded these operations as a
network, but historically there has been very little networking
among local pharmacy managers.
This situation changed dramatically in January 1996 with the
formation of the Pharmacy Manager's Action Council ("PMAC"). The
PMAC was started by a group of pharmacy managers who, having
participated in Syncor's Advanced Management ("SAM") program
during 1995, recognized a need to enhance the flow of
communication among themselves and to play a greater role in the
future of Syncor.
The Council consists of the four founding members together with
17 other pharmacy managers--one from each of the Company's
regional business units. During its first year, PMAC has
increased the representation of local pharmacy managers on
corporate committees and established a network through which
pharmacy managers can share ideas and innovations so that others
can benefit from their experience.
PMAC is currently developing tools to assist local managers with
their most frustrating problem: staffing. The first such tool, a
matrix that provides information and staffing for pharmacies
based on their current position on the staffing continuum at new
or existing locations and in various types of markets, was
introduced to local managers this spring.
Syncor is extremely proud of PMAC and views this employee-
initiated effort as integral to the future of our Company.
Increasing the contributions of local management to the overall
direction of our business will keep Syncor close to customers as
well as employees and will help us anticipate and deal more
effectively with changes in our marketplace.
OBM -- OPEN BOOK MANAGEMENT
Making employees our business partners
Early in 1995, members of Syncor's compensation committee began
to research ways of better aligning employee compensation with
corporate objectives. Through this undertaking, the committee
discovered "open-book management," a concept that has been
adopted by many companies in recent years with phenomenal
results.
Impressed by these success stories, the committee proposed a
pilot open-book management program for Syncor. Five pharmacies
were selected for the pilot program, which was launched in August
1996.
Open-Book Management has four major components:
BUSINESS BASICS
The first component provides all employees with a foundation for
understanding "the numbers," the true language of business.
Through comprehension of financial statements and an
appreciation of how their work impacts the "bottom line,"
employees become more fully engaged in the Company's business and
begin to see themselves as partners in the enterprise.
SHARING INFORMATION
The second component involves the open sharing of information
about overall corporate and local performance and objectives on
an ongoing basis. With this information at hand, employee
business partners have a framework for their day-to-day decisions
and experience increased trust in management and confidence in
themselves and fellow workers.
EMPLOYEE INVOLVEMENT
Employees who participate in the development of goals and
business decision-making naturally desire to "work smarter" so
that their contributions will make a difference. At the pilot
pharmacies, every employee is part of a team that is working
toward the improvement of specific financial results.
EMPLOYEE OWNERSHIP
The fourth component transforms employees into full business
partners by giving them opportunities to share in the risks and
rewards of ownership. During the pilot project, each
participating pharmacy sets a goal for reducing operating costs.
At year's end, one third of whatever the business partners were
able to save was theirs to keep. These rewards were shared by
members of each team.
Based on the positive results achieved during this pilot program,
Syncor plans to implement open-book management at 32 additional
pharmacies during 1997.
SYNCOR'S VALUES
Syncor's Values reflect our shared belief as a Company of people.
Our values are our codes of conduct in working together, setting
priorities and making decisions. They guide us individually and
as a team to make the best decisions each day for our customers,
employees and stockholders.
CUSTOMERS
Our customers are number one. We are dedicated to providing
quality services which exceed their expectations and maintain
their trust.
TEAMWORK
Teamwork is the result of open communication and the free
exchange of ideas and information in an environment which values
and encourages respect and dignity for every individual.
PROFESSIONALISM
Our employees are professionals who demonstrate knowledge, skills
and accountability in performing their jobs.
HEALTH AND SAFETY
The health and safety of our employees, customers and community
will never be compromised
EMPLOYEE OWNERSHIP
We support employee ownership to share responsibility in creating
future value for all stockholders.
COMMUNITY SERVICE
We believe in community service and encourage employee
participation in community activities.
ACCOUNTABILITY
We are all accountable and must be willing to accept
responsibility for the consequences that come from our decisions
and actions.
BIAS FOR ACTION
We believe in being proactive agents for positive change in order
to maintain a competitive advantage.
FINANCIAL INFORMATION
Syncor International Corporation and Subsidiaries
Table of Contents
_________________
Management's Discussion and Analysis
of Financial Conditions and Results of Operations......14
Consolidated Balance Sheets............................17
Consolidated Statements of Income......................18
Consolidated Statements of Stockholders' Equity........19
Consolidated Statements of Cash Flows..................20
Notes to Consolidated Financial Statements.............21
Report of the Independent Auditors.....................30
Management's Report....................................30
Stockholder Information.................Inside Back Cover
_________________________________________________________
<PAGE>
SELECTED FINANCIAL DATA
Syncor International Corporation and Subsidiaries
<TABLE>
<CAPTION>
seven
months
Ended twelve months
__________________twelve months ended Dec. 31 Dec. 31 ________ended May 31
(In thousands except per share data) 1996 1995 1994 1993 1993 1993 1992
______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Net sale $366,447 $331,435 $319,193 $241,289 $142,237 $230,949 $195,989
Gross profit 80,193 73,626 66,186 78,926 45,187 77,306 67,451
Income (loss):
Continuing operations 6,900 4,984 1,390 6,633 1,684 10,191 7,709
Discontinued operations, net of taxes (2,264) (315) (177) 120 - (379) (810)
Cumulative effect of accounting change - - - 1,020 1,020 - -
Net income 4,636 4,669 1,213 7,773 2,704 9,812 6,899
=================================================================================
Earnings (loss) per share, fully diluted:
Continuing operations 0.64 0.48 0.13 0.62 0.16 0.95 0.70
Discontinued operations, net of taxes (0.21) (0.03) (0.02) 0.01 (0.03) (0.07)
Cumulative effect of accounting change - - - 0.09 0.09 -
Net income 0.43 0.45 0.11 0.72 0.25 0.92 0.63
=================================================================================
Cash, cash equivalents and
marketable securities 27,711 26,559 19,201 18,700 18,700 20,937 9,970
Working capital 36,550 35,275 26,616 27,121 27,121 27,430 20,279
Total assets 145,563 133,680 128,684 114,586 114,586 103,953 90,847
Long-term debt 7,595 5,200 5,154 6,837 6,837 4,515 6,008
Stockholders' equity 78,532 78,262 73,850 71,181 71,181 65,784 52,359
Weighted average shares outstanding,
fully diluted 10,844 10,481 10,889 10,779 10,762 10,711 10,894
Current ratio 1.65 1.72 1.54 1.74 1.74 1.82 1.64
=================================================================================
Number of domestic radiopharmacies 121 118 117 109 109 100 95
Days sales outstanding 50 55 55 52 52 52 59
=================================================================================
</TABLE>
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
CALENDAR YEARS 1996 AND 1995
NET SALES
Consolidated net sales in 1996 totaled $366.4 million, an
increase of 10.6 percent or $35.0 million, over 1995. Continued
growth in the cardiology market is the primary reason for the
Company's overall growth in sales. This growth came from several
sources, including same store growth, start-up of new facilities,
sub-licensing of cardiology products to other distributors, and
the Company's success in achieving price increases on technetium
based cardiology products. In addition, the Company has enjoyed
price stability through 1996. At the same time, the company is
beginning to experience some erosion of its market share in the
cardiology market through the introduction of a competing
cardiology product, that is manufactured and distributed by a
competing radiopharmaceutical distributor. While the Company
expects this erosion to continue, it also expects the overall
growth in the cardiology market to more than offset the erosion
of its share. Sales from cardiology products accounted for
approximately 62 percent and 64 percent of the Company's sales
for 1996 and 1995, respectively.
The Company recently announced it had lost a competitive bid to
supply products to a large hospital buying group to a competitor.
The annual value of the contracts with members of this buying
group is estimated to be in the range of $60 to $65 million. The
Company believes that it will continue to service many of the
existing members despite the award of the contract to other
service providers. It is difficult to quantify the financial
impact that the loss of this contract will have on Syncor. The
Company estimates that the potential negative impact in 1997
could be in the range of $5 to $10 million for revenue and $1 to
$2 million for pre-tax profits. The Company has initiated actions
to minimize any potential negative impact on its near-term
financial results by continuing to provide service to those
members who value the broad scope of services that the Company
provides.
The Company also anticipates the market introduction of several
new oncology products in 1997, including Verluma, Reluma, and
Quarramet.
GROSS PROFIT
The Company's gross profit in 1996 increased to $80.2 million, an
increase of 8.9 percent when compared to 1995. As a percentage of
net sales however, gross profit declined slightly to 21.9 percent
in 1996 compared to 22.2 percent in 1995. This decline is
primarily attributable to a number of factors including flatter
sales in the second half of the year which reduced material
utilization, some increases in material acquisition costs from
our suppliers and to a smaller extent, below average under
performance of an acquired pharmacy chain. In addition, the
Company also experienced an increase in core business labor cost.
The total of these costs increases were unable to be absorbed
through price increases to our customers. The Company is taking
steps to reduce material acquisition cost rates, and is reviewing
its operating procedures to ensure optimal business practices in
all its pharmacy operations.
OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
Operating, selling and administrative expenses increased $5.8
million in 1996 compared to 1995 and as a percent of net sales
remained constant at 16.7 percent for both 1996 and 1995. The
dollar increase resulted from a number of sources including
separation costs associated with the Company's former Vice
Chairman and Chief Executive Officer who resigned in July 1996,
relocation costs for the corporate headquarters, new
radiopharmacy start-up costs and expenses associated with the
Company's core business improvement program.
The Company is making significant investments in new business
opportunities which are aimed at increasing its long-term
competitiveness. These opportunities include continued domestic
and international expansion, the re-engineering of critical
business practices and associated information systems, backwards
integration into the manufacturing of certain
radiopharmaceuticals, and investment in new imaging businesses.
The increased operating, selling and administrative expenses
reflect the investments required for these opportunities. The
Company expects to continue the increased level of expenditures
in the operating, selling and administrative expense categories
for the next two years in the areas of re-engineering
opportunities, backward integration into manufacturing, and
expansion.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization in 1996 decreased to $10.4 million
from $10.7 million in 1995. The decrease is due to capitalized
start-up costs, consulting and non-compete agreements originating
prior to 1996 and becoming fully amortized during the year.
PROVISION FOR INCOME TAXES
The provision for income taxes as a percentage of income from
continuing operations before taxes decreased to 39 percent in
1996 from 40 percent in 1995. The decrease in the effective tax
rate is due to a reduction in non-tax deductible expenses as a
percentage of pre-tax income.
DISCONTINUED OPERATIONS
The Company entered into an agreement on March 18, 1997 with
PETNet Partners, LLC, an affiliate of the Company's former joint
venture partner CTI, Inc. which provides for the sale of the
Company's interest in the P.E.T.Net(TM) Pharmaceutical
Services(TM), LLC. PETNet(TM) Partners, LLC will purchase the
Company's interest and assume all liabilities of the venture for
a secured note of $2.25 million and royalties of up to $1.5
million based on P.E.T.Net's future sales. Additionally, as a
part of this agreement Syncor would become the preferred
distributor of PET isotopes for all existing and future PET sites
and exclusive distribution rights for cyclotrons, manufactured by
CTI Inc., in Taiwan for two years. All costs associated with the
Company's operation and disposal of its interest in P.E.T.Net
from December 31, 1996 to the sale date have been included in the
results of operations for the current year. The Company does not
expect to incur any losses from the disposition of this venture
in 1997.
RESULTS OF OPERATIONS
CALENDAR YEARS 1995 AND 1994
NET SALES
Consolidated net sales in 1995 totaled $331.4 million, an
increase of 3.8 percent or $12.2 million, over 1994. The
Company's 1995 sales growth was influenced by a number of
factors. Cardiac imaging continues to be the driving force behind
the sales growth. Sales from cardiac imaging now account for
approximately 64 percent of the Company's sales up from the 56
percent in 1994. These sales continue to be driven by the
increasing market share of Cardiolite(R). Cardiolite(R)
experienced a 46 percent increase in 1995 sales over 1994 sales.
In addition to cardiac imaging, additional sales growth came from
several other sources. The Company continues to see growth in its
compounding services as more customers, who formerly performed
these services in-house, switch to using the Company's services.
During 1995, the Company opened two new radiopharmacies, closed
four radiopharmacies due to business reasons, plus acquired a
competing chain of radiopharmacies (see Note 2) in November of
1995. In addition, a new brain imaging agent, Neurolite(R), was
introduced in 1995 and experienced strong sales. The Company
expects these trends to continue in 1996.
Conversely, sales were negatively affected by conditions which
continue to play a role in health care economics including
competition, declining but still significant price erosion, and
competing modalities. In addition, the Company was unable to
market certain products due to a decision by one of the Company's
suppliers to deny access to their proprietary products.
GROSS PROFIT
The Company's gross profit as a percentage of net sales increased
to 22.2 percent in 1995 compared to 20.7 percent in 1994. The
increase in gross profit is attributable to a number of factors.
In late 1994, the Company instituted several programs to reduce
costs. Some of the areas that were targeted for cost reductions
included material and direct labor costs. In the materials area,
the Company concluded a joint review and modification of the
strategic alliance agreement with The Radiopharmaceutical
Division of The DuPont Merck Pharmaceutical Company (DuPont). The
modification of the agreement provided for the reduction in the
acquisition price of certain products which in turn yielded
savings in terms of material costs in 1995 over comparable costs
in 1994. In addition, the Company continues to enjoy success in
converting more of its customers to its compounding services
rather than supplying those same customers with the raw materials
which allows the customer to perform their own compounding
services. These conversions provided the Company with a larger
gross margin percentage on the same corresponding sales. In the
area of direct labor, the Company carefully evaluated its needs
in late 1994. It was determined that savings could be achieved in
this area and successful plans were put in place to achieve these
savings in 1995.
On the negative side, the Company was unable to fully arrest the
price decline experienced in 1994. Although the price decline in
1995 was marginal, it continued to have some effect on the gross
margin. Additionally, the Company continues to experience a
product mix shift from some of its core (non-cardiology)
products, to cardiology products due to changes in certain
physician practice patterns. These core products traditionally
provided a higher gross margin than the Company achieves with the
cardiology products. Managed care continues to play a very active
role in the Company's strategic direction. Pricing pressures from
this group of customers continues to pressure margins.
OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
Operating, selling and administrative expenses increased $1.7
million in 1995 compared to 1994 and as a percent of net sales
decreased to 16.7 percent in 1995 from 16.8 percent in 1994. The
Company instituted several cost savings programs in 1994 and
continued to control expenses in 1995 through a variety of
programs. The primary cause for the absolute increase in 1995
expenses was due to the incentive compensation plans. It is the
Company's philosophy not to pay any incentive compensation unless
certain levels of earnings are achieved. During 1994, these
levels were not achieved, and accordingly, no incentive
compensation was paid. However, 1995 earnings levels improved
significantly which allowed managers to achieve certain levels of
incentive compensation.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization in 1995 increased to $10.7 million
or 1.5 percent from $10.6 million in 1994. The increase is due to
the opening or acquisition of radiopharmacies since December 31,
1994 and an extensive remodeling and relocation program of the
Company's facilities which was initiated in prior years.
ALLIANCE DEVELOPMENT COSTS
On December 3, 1993, the Company entered into a long-term
supplier distribution agreement with its principal supplier of
radiopharmaceutical products, DuPont Merck. The agreement, which
became effective February 1, 1994, and subsequently amended as
discussed above, replaced an existing supply agreement between
the companies which had been in place since 1988. Under the terms
of the new agreement, DuPont Merck relies upon the Company as the
primary distribution channel for its radiopharmaceutical products
in the United States.
PROVISION FOR INCOME TAXES
The provision for income taxes as a percentage of income from
continuing operations before taxes decreased to 40 percent in
1995 from 41.8 percent in 1994. The decrease in the effective tax
rate is a result of the reduction in non-tax deductible expenses
as a percentage of pre-tax income.
LIQUIDITY AND CAPITAL RESOURCES
In 1996, total cash and investments, which includes cash and cash
equivalents and short and long-term investments, increased to
$27.7 million from $26.6 million at December 31, 1995. The
Company's debt position of $9.9 million was $2.5 million higher
than the debt position at December 31, 1995. This increase in
debt is the direct result of the new $2.8 million ESSOP loan.
Working Capital increased by $1.2 million to $35.5 at December
31, 1996, compared to $34.3 million at December 31, 1995. Days
sales outstanding on accounts receivable decreased to 50 days at
December 31, 1996, compared to 55 days at December 31, 1995.
The nature of the Company's business is not capital intensive and
as new products become available, the capital requirements to
accommodate these products will be minimal. However, the Company
has decided to make significant investments in its nuclear
business both within the United States and overseas, and new
business opportunities.
The Company believes sufficient internal and external capital
sources exist to fund operations. At December 31, 1996, the
Company had unused lines of credit of approximately $18.4 million
to fund short-term needs.
CORPORATE CASH AND INVESTMENTS (in millions)
December 31,
________________________
1996 $27.7
1995 $26.6
1994 $19.2
1993 $18.7
SAFE HARBOR STATEMENT
Statements which are not historical facts, including statements
about our confidence, strategies and expectations, opportunities,
industry and market growth, demand and acceptance of new and
existing products, and return on investments are forward looking
statements that involve risks and uncertainties, including
without limitation, the effect of general economic and market
conditions, supply and demand for our products, competitor
pricing, maintenance of our current market position and other
factors. Given these uncertainties, undue reliance should not be
placed on such forward looking statements.
<PAGE>
CONSOLIDATED BALANCE SHEETS
Syncor International Corporation and Subsidiaries
<TABLE>
<CAPTION>
December 31, December 31,
(In thousands, except per share data) 1996 1995
_______________________________________________________________________________________________________
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 25,214 $ 23,022
Short-term investments 1,258 2,296
Accounts receivable, less allowances for doubtful accounts
of $911 and $1,097, respectively 51,964 50,857
Inventory 7,827 5,159
Net assets of discontinued operations 1,198 -
Prepaids and other current assets 5,519 2,306
_______________________________
Total current assets 92,980 83,640
Marketable investment securities 1,239 1,241
Property and equipment, net 21,532 23,006
Excess of purchase price over net assets acquired, net of
accumulated amortization of $4,783 and $4,270, respectively 14,207 14,414
Other 15,605 11,379
________________________________
$ 145,563 $ 133,680
=================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 38,851 $ 33,286
Accrued liabilities 3,249 3,029
Accrued wages and related costs 10,757 10,060
federal and state taxes payable 2,284 755
Current maturities of long-term debt 2,324 2,224
________________________________
Total current liabilities 57,465 49,354
________________________________
Long-term debt, net of current maturities 7,595 5,200
Deferred compensation 1,971 864
Stockholders' Equity:
Common stock $.05 par value; authorized 20,000 shares;
issued 11,341 and 10,662 shares at December 31,
1996 and 1995, respectively 567 533
Additional paid-in capital 53,072 47,169
Unrealized loss on investments (27) (24)
Employee savings and stock ownership loan guarantee (4,544) (2,998)
foreign currency translation adjustment (157) (105)
Retained earnings 40,234 35,598
Treasury stock, at cost, 1,126 shares and 250 shares
at December 31, 1996 and 1995, respectively (10,613) (1,911)
________________________________
Total stockholders' equity $ 78,532 $ 78,262
________________________________
$ 145,563 $ 133,680
================================
See accompanying Notes to Consolidated Financial Statements
/TABLE
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
Syncor International Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
(In thousands, except per share data) 1996 1995 1994
_____________________________________________________________________________________________________
<S> <C> <C> <C>
Net sales $ 366,447 $ 331,435 $ 319,193
Cost of sales 286,254 257,809 253,007
________________________________________________
Gross profit 80,193 73,626 66,186
Operating, selling and administrative expenses 61,151 53,802 53,662
Depreciation and amortization 10,385 10,746 10,588
________________________________________________
Operating income 8,657 7,510 1,936
Other income (expense):
Interest income 1,703 1,227 658
Interest expense (845) (743) (747)
Other, net 1,796 313 542
________________________________________________
Other income, net 2,654 797 453
Income from continuing operations before income
taxes 11,311 8,307 2,389
Provision for income taxes 4,411 3,323 999
_________________________________________________
Income from continuing operations 6,900 4,984 1,390
Discontinued operations, net of tax benefit (2,264) (315) (177)
_________________________________________________
Net income 4,636 4,669 1,213
==================================================
Net income per share - primary:
Income from continuing operations $ .65 $ .48 $ .13
Discontinued operations, net of tax benefit (.21) (.03) (.02)
___________________________________________________
Net income per share $ .44 $ .45 $ .11
===================================================
Weighted average shares outstanding 10,617 10,481 10,889
===================================================
Net income per share - fully diluted:
Income from continuing operations $ .64 $ .48 $ .13
Discontinued operations, net of tax benefit (.21) (.03) (.02)
___________________________________________________
Net income per share $ .43 $ .45 $ .11
===================================================
Weighted average shares outstanding 10,844 10,481 10,889
===================================================
See accompanying Notes to Consolidated Financial Statements
/TABLE
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Syncor International Corporation and Subsidiaries
<TABLE>
<CAPTION>
Employee
Savings &
Stock Foreign
Additional Unrealized Ownership Currency Total
Common Stock Paid-in Loss on Loan Translation Retained Treasury Stockholders'
(In thousands) Shares Amount Capital Investments Guarantee Adjustment Earnings Stock Equity
______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1993 10,355 $518 $43,786 - $ (2,970) $ 131 $29,716 - $71,181
Issuance of common stock 215 11 1,827 1,838
Tax benefit from the exercise of
stock options 895 895
Unrealized loss on investments (52) (52)
Foreign currency translation
adjustment 2 2
Amortization of loan guarantee 1,036 1,036
Reacquisition of common stock
for treasury (250) (2,263) (2,263)
Net income 1,213 1,213
______________________________________________________________________________________________________________________________
BALANCE AT DECEMBER 31, 1994 10,320 $529 $46,508 (52) (1,934) 133 30,929 (2,263) 73,850
Issuance of common stock 92 4 550 554
Issuance of treasury stock 250 50 2,263 2,313
Tax benefit from the exercise of
stock options 61 61
Unrealized gain on investments 28 28
Foreign currency translation
adjustment (238) (238)
ESSOP loan guarantee (2,313) (2,313)
Reacquisition of common stock
for treasury (250) (1,911) (1,911)
Amortization of loan guarantee 1,249 1,249
Net income 4,669 4,669
______________________________________________________________________________________________________________________________
BALANCE AT DECEMBER 31, 1995 10,412 533 47,169 (24) (2,998) (105) 35,598 (1,911) 78,262
Issuance of common stock 679 34 4,268 4,302
Issuance of treasury stock 250 (72) 2,854 2,782
Tax benefit from the exercise of
stock options 1,707 1,707
Unrealized loss on investments (3) (3)
Foreign currency translation
adjustment (52) (52)
ESSOP loan guarantee (2,781) (2,781)
Reacquisition of common stock
for treasury (1,126) (11,556) (11,556)
Amortization of loan guarantee 1,235 1,235
Net income 4,636 4,636
______________________________________________________________________________________________________________________________
BALANCE AT DECEMBER 31, 1996 10,215 $567 $53,072 $(27) $(4,544) $(157) $40,234 $(10,613) $78,532
==============================================================================================================================
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Syncor International Corporation and Subsidiaries
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
(In thousands) 1996 1995 1994
__________________________________________________________________________________________________________________
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,636 $ 4,669 $ 1,213
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 10,385 10,746 10,588
Provision for losses on receivables (186) (57) (46)
Amortization of loan guarantee 1,235 1,249 1,036
Decrease (increase) in:
Accounts receivable (921) (828) (14,874)
Inventory (2,668) 263 (847)
Prepaids and other current assets (3,213) 658 3,346
Net assets of discontinued operations (1,198) - -
Other assets (4,823) (1,485) (1,328)
Increase (decrease) in:
Accounts payable 5,565 (5,819) 18,288
Accrued alliance development costs - - (4,066)
Accrued liabilities 220 101 (145)
Accrued wages and related costs 697 4,566 162
Federal and state taxes payable 3,236 816 -
Foreign currency translation adjustment (52) (238) 2
Deferred compensation 1,107 864 -
___________________________________________
Net cash provided by operating activities 14,020 15,505 13,329
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (8,107) (3,784) (9,205)
Payments for acquisitions - (3,150) (336)
Net decrease (increase) in short-term investments 1,038 (2,066) 3,360
Net (increase) in long-term investments 2 (31) (1,210)
Unrealized gain (loss) in investments (3) 28 (52)
___________________________________________
Net cash used in investing activities (7,070) (9,003) (7,443)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 4,302 554 1,838
Issuance of treasury stock 2,782 2,313 -
Reacquisition of common stock (11,556) (1,911) (2,263)
Increase in ESSOP loan guarantee (2,781) (2,313) -
Proceeds from (repayment of) short-term debt 100 (3,547) -
Proceeds from (repayment of) long-term debt 2,395 3,663 (2,810)
___________________________________________
Net cash used in financing activities (4,758) (1,241) (3,235)
___________________________________________
Net increase in cash and cash equivalents 2,192 5,261 2,651
Cash and cash equivalents at beginning of period 23,022 17,761 15,110
___________________________________________
Cash and cash equivalents at end of period $ 25,214 $ 23,022 $ 17,761
===========================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Syncor International Corporation and Subsidiaries
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF
CONSOLIDATION: The Company's business is primarily compounding,
dispensing and distributing radiopharmaceuticals to hospitals and
clinics. The consolidated financial statements of Syncor
International Corporation include the assets, liabilities and
operations of the Company and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
GENERAL: The unaudited quarterly operating results in Note 12
have been prepared on the same basis as the audited consolidated
financial statements and, in the opinion of management, include
all adjustments necessary for a fair presentation for the periods
presented.
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS: The Company
considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Short-term investments consist principally of time deposits and
tax-exempt municipal securities and are carried at cost, which
approximates market value.
FINANCIAL INSTRUMENTS: The carrying value of financial
instruments such as cash and cash equivalents, trade receivables,
payables and floating rate short and long-term debt, approximate
their fair value.
INVENTORY: Inventories, consisting of purchased products, are
stated at the lower of cost (first-in, first-out) or market.
PROPERTY AND EQUIPMENT: Property and equipment are stated at cost
and depreciated or amortized on a straight-line basis over the
estimated useful lives ranging from two to fifteen years.
SELF INSURANCE: The Company is generally self-insured for losses
and liabilities related primarily to vehicle claims, medical
claims and general product liability. Losses are accrued based
upon the Company's estimates of the aggregate liability for
claims incurred using certain actuarial assumptions followed in
the insurance industry and based on Company experience. Depending
on the nature of the liability claim, the Company's maximum self-
insured exposure is one-hundred thousand dollars per claim.
EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED: The cost in
excess of net assets of acquired businesses is being amortized on
a straight-line basis over periods of 15 to 40 years. The Company
periodically evaluates the carrying value of these assets and,
accordingly, considers the ability to generate positive cash flow
through projected undiscounted future operating cash flows of the
acquired operation as the key factor in determining whether the
assets have been impaired. The Company's accounting treatment is
consistent with Statement of Financial Accounting Standard (SFAS)
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of."
MARKETABLE INVESTMENT SECURITIES: Marketable investment
securities consist primarily of corporate debt and United States
government obligations. In the first quarter 1994, the Company
adopted the provisions of SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" on a prospective
basis. Under SFAS No. 115, the Company classifies its debt and
marketable equity securities in one of three categories: trading,
available-for-sale or held-to-maturity. Trading securities are
bought and held principally for the purpose of selling them in
the near term. Held-to-maturity securities are those securities
that the Company has the ability and intent to hold until
maturity. All other securities not included in trading or held-
to-maturity are classified as available-for-sale.
Held-to-maturity securities are recorded at amortized cost,
adjusted for the amortization or accretion of premiums or
discounts. Unrealized holding gains and losses on trading
securities are included in earnings. Unrealized holding gains and
losses, net of the related tax effect, on available-for-sale
securities are excluded from earnings and are reported as a
separate component of stockholders' equity until realized.
FOREIGN CURRENCY TRANSLATION: Assets and liabilities of foreign
operations are translated into U.S. dollars based upon the
prevailing exchange rates in effect at the balance sheet date.
Foreign exchange gains and losses resulting from these
translations are included as a separate component of
stockholders' equity. Actual gains or losses incurred on currency
transactions in other than the country's functional currency are
included in net income currently.
STOCK OPTIONS: Prior to January 1, 1996, the Company accounted
for its stock option plan in accordance with the provisions of
Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations. As such,
compensation expense would be recorded on the date of grant only
if the current market price of the underlying stock exceeded the
exercise price. On January 1, 1996, the Company adopted SFAS No.
123, "Accounting for Stock-Based Compensation", which permits
entities to recognize as expense over the vesting period the fair
value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to
apply the provisions of APB Opinion No. 25 and provide pro forma
net income and pro forma earnings per share disclosures for
employee stock option grants made in 1995 and future years as if
the fair-value-based method defined in SFAS No. 123 had been
applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123.
INCOME TAXES: Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date.
USE OF ESTIMATES: Management of the Company has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and
liabilities, the reporting of sales and expenses to prepare these
financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those
estimates.
NET INCOME PER SHARE: Income per share amounts are based upon the
weighted average number of shares outstanding during each period
adjusted for dilutive common stock equivalents.
RECLASSIFICATIONS: Certain items in the prior years' consolidated
financial statements have been reclassified to conform to the
current year's presentation.
PRE-OPENING COSTS: Costs, included in "Other" in the consolidated
balance sheets relating to the opening of new radiopharmacies,
are deferred and amortized ratably over a 24 month period
commencing at the date of opening.
2. ACQUISITIONS
In November 1995, the Company acquired all the assets and certain
contracts of Pyramid Diagnostic Services, Inc. (Pyramid), a
radiopharmaceutical chain that competed directly with existing
Syncor sites in the Midwest and Southeast regions of the United
States. The acquisition was pursuant to a Tennessee bankruptcy
court decision to approve the sale of the assets, and the
assumption and assignment of certain contracts to the Company for
$3.15 million in cash. The purchase culminated eight months of
legal proceedings involving allegations against some of Pyramid's
business practices, which the Company claimed were illegal. The
Company closed five of the acquired radiopharmacies and
incorporated the remaining three sites into Syncor's nationwide
distribution network. In connection with the bankruptcy
settlement, the Company expects to receive $3.15 million from
Pyramid on or before June 1, 1997.
This acquisition has been accounted for as a purchase and the
purchase price was allocated to fixed assets, non-compete and
consulting agreements, customer lists and goodwill. The results
of operations are included in the Company's consolidated
financial statements from the effective acquisition date. Pro
forma information is not presented since the acquisition was not
material to the accompanying consolidated financial statement.
3. PROPERTY AND EQUIPMENT, NET
The major classes of property are:
<TABLE>
<CAPTION>
December 31 December 31
(In thousands) 1996 1995
________________________________________________________________
<S> <C> <C>
Land and buildings $ 3,708 $ 3,089
Furniture and equipment 41,042 44,215
Leasehold improvements 10,108 13,561
_______________________________
54,858 60,865
Less accumulated depreciation
and amortization 33,326 37,859
_______________________________
$21,532 $23,006
===============================
</TABLE>
4. MARKETABLE INVESTMENT SECURITIES
Marketable investment securities consist of:
<TABLE>
<CAPTION>
December 31 December 31
(In thousands) 1996 1995
_____________________________________________________________________
<S> <C> <C>
Available-for-sale, at fair value,
net of tax effect $ 670 $ 672
Held-to-maturity, at amortized cost 569 569
_______________________________
$ 1,239 $ 1,241
===============================
</TABLE>
The amortized cost, gross unrealized holding gains and losses and fair value
for available-for-sale and held-to-maturity securities by major security type
at December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1996 Unrealized
Amortized Holding Holding Fair
(In thousands) Cost Gains Losses Value
____________________________________________________________________
<S> <C> <C> <C> <C>
Available-for-sale:
Corporate debt securities $697 $ - $(27) $670
______________________________________
$697 $ - $(27) $670
======================================
Held-to-maturity:
U.S. Treasury securities 500 1 - 501
Mortgage-backed securities 69 - (16) 53
______________________________________
$569 $ 1 $(16) $554
=======================================
</TABLE>
<TABLE>
<CAPTION>
1995 Unrealized
Amortized Holding Holding Fair
(In thousands) Cost Gains Losses Value
____________________________________________________________________
<S> <C> <C> <C> <C>
Available-for-sale:
Corporate debt securities $696 $ - $(24) $672
______________________________________
$696 $ - $(24) $672
======================================
Held-to-maturity:
U.S. Treasury securities 500 - (1) 499
Mortgage-backed securities 69 - (18) 51
______________________________________
$569 $ - $(19) $550
=======================================
</TABLE>
The unrealized holding losses on held-to-maturity securities have not been
recognized in the accompanying consolidated financial statements.
Maturities of investment securities classified as available-for-sale and held-
to-maturity were as follows at December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
____________________ ___________________
Amortized Fair Amortized Fair
(In thousands) Cost Value Cost Value
________________________________________________________________________
<S> <C> <C> <C> <C>
Available-for-sale:
Due after one year
through five years $ - $ - $ - $ -
Due after five years
through ten years $ 499 $ 482 $ 499 $ 482
Due after ten years 197 188 197 190
Held-to-maturity:
Due within one year $ 500 $ 501 $ 500 $ 499
Due after one year
through five years $ 69 $ 53 $ 69 $ 51
===========================================
</TABLE>
5. LINE OF CREDIT
At December 31, 1996, the Company had an unsecured line of credit for short-
term borrowings aggregating $20,000,000, bearing interest at the bank's
reference rate (8.5 percent at December 31, 1996) and expiring on May 1, 1997.
The availability of this line of credit at December 31, 1996, has been reduced
by $1,587,000 as a result of standby letters of credit. To maintain this line
of credit, the Company is required to pay a quarterly commitment fee of 1/8 of
one percent per annum on the unused portion. There were no amounts outstanding
under the line of credit at December 31, 1996.
The line of credit agreement contains covenants that include requirements to
maintain certain financial covenants and ratios (including minimum quick
ratio, cash flow ratio and tangible net worth) and limitations on payments of
dividends, new borrowings and purchases of its stock. At December 31, 1996,
the Company violated certain debt covenants and has obtained a bank waiver.
6. LONG TERM DEBT
The Company's long-term debt was as follows:
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
(In thousands) 1996 1995
__________________________________________________________________________
<S> <C> <C>
Capital lease obligations, payable in varying
installments through 1999, with interest
rate of 12% $ 1,112 $ 1,446
Notes payable, unsecured, payable in
installments through 1999, with effective
interest rates ranging from 6% to 12.75% 886 1,529
Notes payable, unsecured, payable in
installments through 2000 with a floating
interest rate of either the lower of prime,
LIBOR plus 1.0%, 6.57% and 6.72%
at December 31, 1996 4,544 2,998
Notes payable, secured, payable in
installments through 2003 with a
non-interest bearing rate, net of
unamortized discount at 6% to 10% of $600
and $149 at December 31, 1996 and 1995,
respectively 3,377 1,451
__________________________
9,919 7,424
Less current maturities of long-term debt 2,324 2,224
__________________________
Long-term debt, net of current maturities $ 7,595 $ 5,200
==========================
</TABLE>
At December 31, 1996, long-term debt maturing over the next five years is as
follows: 1997, $2,324; 1998, $2,745; 1999, $2,518; 2000, $1,478; 2001, $358
and $496 thereafter.
Interest paid was $834, $666 and $694 for the years ended December 31, 1996,
1995 and 1994.
7. INCOME TAXES
Total income tax expense for the years ended December 31, 1996 and 1995 was
allocated as follows:
<TABLE>
<CAPTION>
Year Year
Ended Ended
Dec. 31 Dec. 31
(In thousands) 1996 1995
________________________________________________________________
<S> <C> <C>
Income from continuing operations $ 4,411 $ 3,323
Stockholders' equity for compensation
expenses for tax purposes in excess
of amounts recognized for financial
reporting (1,707) (61)
_________________________
$ 2,704 $ 3,263
=========================
</TABLE>
Income tax expense (benefit) attributable to income from continuing operations
consisted of:
<TABLE>
<CAPTION>
Year Year Year
Ended Ended Ended
Dec. 31 Dec. 31 Dec. 31
(In thousands) 1996 1995 1994
___________________________________________________________________
<S> <C> <C> <C>
Current:
Federal $ 5,758 $ 3,884 $ 1,493
State 883 724 127
____________________________________
6,641 4,608 1,620
Deferred:
Federal (2,101) (1,181) (542)
State (129) (104) (79)
____________________________________
(2,230) (1,285) (621)
____________________________________
$ 4,411 $ 3,323 $ 999
====================================
</TABLE>
The amounts differed from the amounts computed by applying the federal income
tax rate of 35 percent to pre-tax income from continuing operations as a
result of the following:
<TABLE>
<CAPTION>
Year Year Year
Ended Ended Ended
Dec. 31 Dec. 31 Dec. 31
(In thousands) 1996 1995 1994
___________________________________________________________________
<S> <C> <C> <C>
Federal income taxes at
"expected" rate $ 3,959 $ 2,907 $ 836
Increase (reduce) in
income taxes
resulting from
Tax exempt interest (106) (117) (92)
Amortization of
intangible assets 143 143 143
State taxes, net of
Federal benefit 490 403 31
Utilization of general
business credits (228) (201) -
Other 153 188 81
____________________________________
$ 4,411 $ 3,323 $ 999
====================================
</TABLE>
The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1996
and 1995, are presented below:
<TABLE>
<CAPTION>
Year Year
Ended Ended
Dec. 31 Dec. 31
(In thousands) 1996 1995
_____________________________________________________________________
<S> <C> <C>
DEFERRED TAX ASSETS:
Compensated absences, principally due to
accrual for financial reporting purposes $ 1,330 $ 1,127
Accounts receivable, due to allowance for
doubtful accounts 355 439
Accrued liabilities, primarily due to
self-insurance accrual for financial
reporting purposes 941 544
Deferred compensation, due to accrual for
financial reporting purposes 1,338 973
Deferred subsidiary start-up expense 428 267
Other 1,038 343
________________________
Total gross deferred tax asset 5,430 3,693
DEFERRED TAX LIABILITIES:
Plant and equipment, principally due to
difference in depreciation and
lease capitalization 20 341
Other assets, principally due to
difference in intangible capitalization
and amortization for income tax and
financial reporting purposes 57 575
________________________
Total gross deferred tax liabilities 77 916
________________________
Net deferred tax asset $ 5,353 $ 2,777
========================
</TABLE>
Management has reviewed the recoverability of deferred income tax assets and
has determined that it is more likely than not that the deferred tax assets
will be fully realized through future taxable earnings.
Income tax payments amounted to $5,222, $3,280 and $539 for the years ended
December 31, 1996, 1995 and 1994, respectively.
8. COMMITMENTS
The Company leases facilities, vehicles and equipment with terms ranging from
three years to fifteen years. The majority of property leases contain renewal
options and some have escalation clauses for increases in property taxes,
Consumer Price Index and other items.
The Company leases a building and certain items of equipment under capital
leases which had an approximate cost of $2,598, $3,738, and $3,744 at December
31, 1996, 1995 and 1994 and accumulated depreciation of $1,942, $2,841, and
$2,647, respectively. The Company was not utilizing this building and,
accordingly, sublet this building to a third party for the balance of the
lease term.
Future minimum lease payments under capital leases and noncancelable operating
leases with terms greater than one year and related sublease income were as
follows at December 31, 1996
<TABLE>
<CAPTION>
Capital Operating Sublease
(In thousands) Leases Leases Income
__________________________________________________________________
<S> <C> <C> <C>
Year ending December 31,
1997 $ 496 $ 5,583 $ 326
1998 496 4,210 237
1999 248 3,149 140
2000 - 2,181 -
2001 - 1,611 -
Thereafter - 3,705 -
_______________________________________
1,240 20,439 703
=======================================
Less amount representing
interest (128)
___________
Present value of net
minimum lease payments $1,112
===========
</TABLE>
Rental expense under operating leases was $6,579, $6,054 and $6,575 for the
years ended December 31, 1996, 1995 and 1994, respectively.
9. STOCK OPTIONS AND RIGHTS
Options to purchase common stock have been granted under various plans to
officers, directors and other key employees at prices equal to the fair market
value at date of grant. At December 31, 1996, 121,928 shares are reserved for
issuance under the various plans.
In July 1994, the Company's Board of Directors authorized Syncor to offer to
its current employees holding stock options under the Syncor 1990 Master Stock
Incentive Plan, the opportunity to exchange their options within a certain
price range for a reduced number of option shares at the price as of the close
of market on July 14, 1994.
All option holders who were employees and held unexercised option shares
exercisable at prices of $9.125 or greater were offered exchange options at
the price of $8.50, with the replacement option being for a lesser number of
shares, in accordance with a formula approved by the Board of Directors. To
further enhance the exchange program, the new options are valid for a period
of ten years instead of five years with an accelerated vesting schedule. The
Company canceled 831,240 option shares and reissued 675,752 option shares as a
result of this exchange offer.
The per share weighted-average fair value of stock options granted during 1996
and 1995 was $6.96 and $5.27, respectively on the date of grant using the
Black Scholes option-pricing model with the following weighted-average
assumptions: 1996 - expected dividend yield of 0%; risk-free interest rate of
6.21%; expected volatility of 60.1% and an expected life of 5-10 years; 1995 -
expected dividend yield of 0%; risk-free interest rate of 5.37%; expected
volatility of 60.1% and an expected life of 5 years.
The Company applies APB Opinion No. 25 in accounting for its plans and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based
on the fair value at the grant date for its stock options under SFAS No. 123,
the Company's net income would have been reduced to the pro forma amounts
indicated in the following table:
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
(In thousands, except per share data) 1996 1995
___________________________________________________________________________
<S> <C> <C>
Net income:
As reported $ 4,636 $ 4,669
Pro forma $ 4,355 $ 4,624
Earnings per share:
Primary
As reported $ .44 $ .45
Pro forma $ .41 $ .44
Fully diluted
As reported $ .43 $ .45
Pro forma $ .40 $ .44
============================
</TABLE>
Pro forma net income reflects only options granted in 1996 and 1995.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected in the pro forma net income amounts
presented above because compensation cost is reflected over the options'
vesting period of four years and compensation cost for options granted prior
to January 1, 1995 is not considered.
A summary of employee stock options is as follows:
<TABLE>
<CAPTION>
Weighted
Number of Average
(In thousands, except share price) Shares Exercise Price
___________________________________________________________________
<S> <C> <C>
Outstanding at December 31, 1993 1,761 $ 9.19
Granted 973 $10.85
Exercised (215) $ 8.52
Cancelled (882) $19.34
____________________________
Outstanding at December 31, 1994 1,637 $ 7.65
Granted 134 $ 9.31
Exercised (92) $ 6.02
Cancelled (139) $11.72
____________________________
Outstanding at December 31, 1995 1,540 $ 7.53
Granted 373 $12.05
Exercised (676) $ 6.32
Cancelled (88) $ 9.61
____________________________
Outstanding at December 31, 1996 1,149 $10.03
============================
</TABLE>
At December 31, 1996, the range of exercise prices and weighted
average remaining contractual life of outstanding options was
$6.18 to $21.88 and seven years respectively.
At December 31, 1996, 1995 and 1994, the number of options
exercisable was approximately 437,000, 925,000, and 733,000, respectively,
and the weighted average price of those options was $10.03, $7.53 and
$7.65, respectively.
The Company derives a tax benefit from the options exercised and
sold by employees and the benefit is credited to additional paid-
in capital.
In November 1989, the Company made a rights distribution of one
common share purchase right on each outstanding share of common
stock. When exercisable, each right will entitle its holder to
buy from the Company one-fourth of a share of the Company's
common stock at a price of $5 per share subject to adjustments
(the "Purchase Price"). The rights expire on September 30, 1999.
With certain exceptions, subject to the approval of the Board of
Directors, the rights will become exercisable if a person has
acquired or makes an offer, the consummation of which will result
in beneficial ownership of 20 percent or more of the Company's
general voting power ("Acquiring Person"). At such time (the
"Distribution Date"), the rights will be evidenced by the
certificates representing the common shares and will be
transferred with and only with the common shares. Except for
certain transactions approved by the Board of Directors, in the
event: (i) the Company is acquired in a merger; (ii) 50 percent
or more of its consolidated assets or earning power are sold; or
(iii) any person becomes an Acquiring Person, proper provisions
shall be made so that each holder of the right (other than rights
beneficially owned by the Acquiring Person) receives, upon the
exercise thereof at the adjusted exercise price of the right,
which shall be four times the Purchase Price, that number shares
of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the
adjusted exercise price of the right.
10. EMPLOYEE BENEFIT PLANS
On July 31, 1986, the Company adopted a defined contribution
401(k) plan. The plan is open to all employees who are at least
21 years of age and have a minimum of twelve consecutive months
of service. In 1989, the Company's Board of Directors amended the
plan to an Employee Savings and Stock Ownership Plan (ESSOP) to
allow the plan to acquire one million of the Company's shares
through a leveraged employee stock ownership plan transaction. In
June 1995 and September 1996, an additional 500,000 shares, in
total, which were purchased in the open market were contributed
to the plan. These shares were originally classified as "treasury
stock." The contributions totaled $5,094 and reflected the fair
market value at the time of contribution. In connection with
these transactions, the Company has guaranteed the repayment of
the ESSOP loan which had an outstanding balance of $4,544 at
December 31, 1996.
Under the ESSOP, participants may contribute one percent to
fourteen percent of their compensation to 401(k) investment
options and an additional two percent of their compensation to
purchase Company stock. The Company matching contributions to 50
percent of the employees' 401(k) investment contributions of up
to a maximum of four percent of the employees' compensation and
may make matching contributions to 100 percent of the employees'
Company stock purchases up to two percent of the employees'
compensation. The Company's matching contribution is made in
cash and reflects the ESSOP loan payment. The number of shares of
stock available to match employee contributions is directly
related to the amount of principal payments made on the ESSOP
loan. Once the number of available shares is determined, the
Company matches the employees' contributions as described above
by determining the fair market value of the available stock. The
remainder of any shares not allocated after all matching is
complete will be allocated to all eligible employees based on
relative compensation.
Participants are fully and immediately vested in their
contributions and vest in employer contributions over a five-year
period of continuous employment. After five years of continuous
employment, any further employer contributions are fully and
immediately vested. The Company's contributions for the years
ended December 31, 1996, 1995, and 1994 amounted to $1,444,
$1,433 and $1,165 of which $1,235, $1,249, and $1,036 were used
to pay down principal on the ESSOP loan and $209, $185, and $129
to pay interest.
11. LITIGATION AND CONTINGENCIES
There are various litigation proceedings in which the Company and
its subsidiaries are involved. Many of the claims asserted
against the Company in these proceedings are covered by
insurance. The results of litigation proceedings cannot be
predicted with certainty. However, in the opinion of the
Company's general counsel, such proceedings either are without
merit or do not have a potential liability which would materially
affect the financial condition of the Company and its
subsidiaries on a consolidated basis.
12. SELECTED QUARTERLY RESULTS OF OPERATIONS
Unaudited calendar quarterly data is summarized below:
<TABLE>
<CAPTION>
(In thousands, except per share data) Mar. 31 Jun. 30 Sept. 30 Dec. 31 1996
_______________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Net sales $ 92,021 $ 93,296 $ 90,254 $ 90,876 $366,447
Gross profit $ 20,220 $ 21,749 $ 18,653 $ 19,571 $ 80,193
Net income from
continuing operations $ 1,826 $ 2,647 $ 1,410 $ 1,017 $ 6,900
Net income per share from
continuing operations $ .17 $ .25 $ .13 $ .10 $ .64
Net income $ 1,706 $ 2,304 $ 492 $ 134 $ 4,636
Net income per share:
Primary $ .16 $ .22 $ .05 $ .01 $ .44
Fully diluted $ .16 $ .22 $ .05 $ .01 $ .43
Weighted average shares
outstanding:
Primary 10,468 10,637 10,943 10,467 10,617
Fully diluted 10,468 10,796 10,945 10,628 10,844
=========================================================
Market price per share:
High $ 7.13 $ 16.63 $ 15.13 $ 13.38 $ 16.63
Low $ 6.25 $ 6.69 $ 10.38 $ 8.31 $ 625
=========================================================
(In thousands, except per share data) Mar. 31 Jun. 30 Sept. 30 Dec. 31 1995
_______________________________________________________________________________________________
Net sales $ 82,736 $ 83,027 $ 80,782 $ 84,863 $331,435
Gross profit $ 17,839 $ 18,606 $ 18,101 $ 19,080 $ 73,626
Net income from
continuing operations $ 1,062 $ 1,356 $ 1,320 $ 1,246 $ 4,984
Net income per share from
continuing operations $ .10 $ .13 $ .12 $ .12 $ .48
Net income $ 1,020 $ 1,277 $ 1,243 $ 1,129 $ 4,669
Net income per share:
Primary $ .10 $ .12 $ .12 $ .11 $ .45
Fully diluted $ .10 $ .12 $ .12 $ .11 $ .45
Weighted average shares
outstanding:
Primary 10,428 10,503 10,607 10,482 10,481
Fully diluted 10,428 10,702 10,607 10,482 10,481
=========================================================
Market price per share:
High $ 9.13 $ 11.31 $ 11.38 $ 10.13 $ 11.38
Low $ 6.75 $ 7.38 $ 8.88 $ 6.38 $ 6.38
=========================================================
</TABLE>
13. SUBSEQUENT EVENTS
On June 1, 1996, the Company entered into a joint venture agreement with CTI,
Inc. to establish a separate company (P.E.T.Net) for the manufacture and
distribution of certain radioisotopes. Both CTI, Inc. and Syncor were engaged
in preparation and distribution of positron emitting tracers (PET isotopes) and
this agreement provided, among other things, that both CTI, Inc. and Syncor
would contribute their respective production facilities to the new venture.
Contemporaneous with this agreement, the United States Food and Drug
Administration (FDA) issued certain regulations regarding the manufacture and
distribution of PET isotopes. The Company disagreed with the FDA on these
regulations and subsequently entered into a lawsuit to have the regulations
overturned. Judgement has recently been entered in favor of the FDA and Syncor
has chosen to appeal that judgement.
In March 1997, Syncor's Board of Directors decided to discontinue the PET
manufacturing line of business.
On March 18, 1997, the Company entered into an agreement with PETNet partners,
LLC (Partners) which provided that the Company's obligations under Partners
would purchase the Company's interest in PETNet and assume the venture for a
secured note of $2.25 million and royalties of up to $1.5 million based on
P.E.T.Net's future sales. Gain will only be recognized on the disposition as
total payments received on the note and royalty exceed the net book value of
the segment disposed of, inclusive of operating losses incurred during the
phase-out period. As a part of this agreement, Syncor would become the preferred
distributor of PET isotopes for all existing and future PET sites and exclusive
distribution rights for cyclotrons manufactured by CTI, Inc., in Taiwan for two
years.
Condensed results of operations for this segment of the business are as
follows:
<TABLE>
<CAPTION>
Year Year Year
Ended Ended Ended
Dec. 31 Dec. 31 Dec. 31
(In thousands) 1996 1995 1994
____________________________________________________________________
<S> <C> <C> <C>
Sales $ 2,029 $ 1,025 $ 801
Gross profit (loss) 152 (35) (160)
Pre-tax loss (3,711) (525) (304)
_______________________________________
Loss, net of tax benefit $(2,264) $ (315) $ (177)
=======================================
</TABLE>
In February 1997, the Company, together with National Diagnostic Services,
Inc., formed Syncor Diagnostics, LLC, for the purpose of owning and operating
magnetic resonance imaging (MRI) centers using a new MRI design that features
an open, permanent magnet. Syncor Diagnostics, LLC plans to open ten MRI
centers by the end of the first year of operations.
The Company also entered into an agreement in March 1997 to acquire the assets
of Golden Pharmaceuticals, Inc. relating to Iodine-123, including the building
and equipment used to manufacture Iodine-123 and the New Drug Application for
Iodine-123 capsules for approximately $6.5 million in cash plus a promising
note for $150,000. Golden Pharmaceuticals, Inc. currently supplies most of its
Iodine-123 to the Company, and upon the consummation of the acquisition, the
Company will enhance its ability to maintain a reliable supply of Iodine-123
for its customers and their patients. This transaction will be accounted for as
a purchase.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Syncor International Corporation
We have audited the accompanying consolidated balance sheets of Syncor
International Corporation and Subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of income, stockholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1996. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 Syncor
International Corporation and Subsidiaries as of December 31, 1996 and 1995,
and results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1996 in conformity with generally
accepted accounting principles.
KMPG Peat Marwick LLP
Los Angeles, California
March 19, 1997
MANAGEMENT'S REPORT
The Management of Syncor International Corporation is responsible for the
consolidated financial statements and all other information presented in this
report. The consolidated financial statements have been prepared in conformity
with generally accepted accounting principles appropriate in the circumstances
and, therefore, included in the consolidated financial statements are certain
amounts based on management's informed estimates and judgments. Management is
responsible for establishing and maintaining a system of internal control
designed to provide reasonable assurance as to the integrity and reliability of
financial reporting. The concept of reasonable assurance is based on the
recognition that there are inherent limitations in all systems of internal
control, and that the cost of such systems should not exceed the benefits to be
derived therefrom. Other financial information in this report is consistent
with that in the consolidated financial statements. The consolidated financial
statements have been examined by Syncor International Corporation's independent
certified public accountants and have been reviewed by the Audit Committee of
the Board of Directors.
CORPORATE INFORMATION
Board of Directors
__________________
Monty Fu
Chairman of the Board
Director since 1985
Robert G. Funari
President and Chief Executive Officer
Director since 1995
George S. Oki
Chairman of the Board,
Meta Information Services, Inc.
Director since 1985
Arnold E. Spangler
Managing Director,
Mancuso & Company
Director since 1985
Steven B. Gerber, MD
Managing Director,
Oppenheimer & Co.
Director since 1990
Henry N. Wagner, Jr., MD
Professor of Medicine and
Director of Nuclear Medicine
the John Hopkins Medical Institutions
Director since 1992
Gail R. Wilensky, PhD
Senior Fellow, Project HOPE, former HCFA Administrator and Deputy Assistant to
President Bush
Director since 1993
Officers
________
Monty Fu
Chairman of the Board
Robert G. Funari
President and Chief Executive Officer
Michael E. Mikity
Sr. Vice President and
Chief Financial Officer
Jack L. Coffey
Corporate Vice President, Quality & Regulatory
Sheila H. Coop
Corporate Vice President, Human Resources
Haig S. Bagerdjian
Sr. Vice President, Business Development, Secretary and General Counsel
Charles A. Smith
Corporate Vice President, Business Development
Stockholder Information
_______________________
Inquiries
Shareholders, interested investors and investment professionals are invited to
contact the Company for further information throughout the year
The Company also has available a news-on-demand service whereby individuals can
obtain information via facsimile. Individuals may call
(800) 546-8172 to obtain press releases and other related information via
facsimile.
Web Site
WWW.STOCKPROFILES.COM/SCOR
Annual Meeting
The Company's Annual Meeting of Shareholders will be held at 1:00 pm,
Wednesday, June 18, 1997 at the Warner Center Hilton Hotel, 6360 Canoga
Avenue, Woodland Hills, California 91367. Stockholders of record on April 29,
1997 are invited to attend and vote at that meeting.
Form 10-K
To receive a copy of the Company's Annual Report or form 10-K filed with the
Securities and Exchange Commission, contact the Corporate Headquarters, Syncor
International Corporation, Attn: Investor Relations Department, 6464 Canoga
Avenue, Woodland Hills, California 91367.
Independent Auditors
KPMG Peat Marwick LLP, 725 South Figueroa Street, Los Angeles, California 90017
Stock Data
The Company's common stock is quoted on the National Association of Securities
Dealers Automated Quotation System (NASDAQ) under the symbol SCOR.
Transfer Agent and Registrar
Stockholders wishing to report a change of address may forward details,
including both the old and new addresses to:
American Stock Transfer &
Trust Company
40 Wall Street, 46th Floor
New York, New York 10015
(212) 936-5100
Stock Market Information
Stock price quotations are printed daily in major newspapers, including the
Wall Street Journal As of March 28, 1997, there were 9,946,494 shares of common
stock outstanding. Stockholders of record at that date amounted to 1,333. The
Company has not paid cash dividends on its stock and has no current intention
of paying cash dividends in the foreseeable future.
BACK COVER
__________
A photo of Monty Fu, Chairman of the Board and Robert G. Funari, President and
Chief Executive Officer.
6464 Canoga Avenue - Woodland Hills, CA 91367 - (818) 737-4000
Syncor International Corporation is an equal opportunity employer.
Syncor and The Service Difference are registered trademarks of
Syncor International Corporation
(C) 1997 Syncor International Corporation. All rights reserved.
