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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________
Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 2000 Commission File Number 0-8640
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 85-0229124
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6464 Canoga Avenue, Woodland Hills, California 91367
(Address of principal executive offices) (Zip Code)
(818) 737-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
___ ___
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date. As of September 30, 2000, 27,233,286 shares of $.05 par
value common stock were outstanding.
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SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
INDEX
PAGE
____
Part I. Financial Information
Item 1. Consolidated Condensed Financial Statements
Balance Sheets as of
September 30, 2000 and December 31, 1999...........................3
Statements of Income for Three Months
Ended September 30, 2000 and 1999..................................4
Statements of Income for Nine Months
Ended September 30, 2000 and 1999..................................5
Statements of Cash Flows for Nine Months
Ended September 30, 2000 and 1999..................................6
Notes to Consolidated Condensed Financial Statements.................7
Item 2. Management's Discussion and Analysis of Financial Condition...11
Part II. Other Information............................................ 14
SIGNATURE................................................................15
<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands, except per share data)
September 30, December 31,
2000 1999
---- ----
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 18,043 $ 13,352
Short-term investments 11,629 8,536
Trade receivables, net 81,116 73,962
Patient receivables, net 32,323 15,924
Inventory 36,843 21,727
Prepaid and other current assets 20,936 14,446
______________________
Total current assets 200,890 147,947
Marketable investment securities 1,184 1,185
Property and equipment, net 100,788 66,640
Excess of purchase price over net assets acquired, net 101,187 75,308
Other assets 23,350 21,562
----------------------
$427,399 $312,642
======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 73,572 $ 53,205
Accrued liabilities 17,477 9,682
Accrued wages and related costs 16,459 16,997
Federal and state taxes payable 4,731 2,425
Current maturities of long-term debt 10,165 9,312
______________________
Total current liabilities 122,404 91,621
Long-term debt, net of current maturities 128,022 76,326
Deferred taxes 3,618 4,358
Stockholders' equity:
Common stock, $.05 par value 1,362 665
Additional paid-in capitaL 101,137 91,269
Notes receivable-related parties (17,351) (18,692)
Employee stock ownership loan guarantee (2,107) (3,370)
Accumulated other comprehensive income 74 (410)
Retained earnings 107,297 84,481
Treasury stock, at cost; 3,072 shares at September
30, 2000 and 1,393 shares at December 31, 1999 (17,057) (13,606)
____________________
Net stockholders' equity 173,355 140,337
____________________
$427,399 $312,642
====================
See notes to consolidated condensed financial statements.
<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(in thousands, except per share data)
Three Months Ended September 30,
2000 1999
---- ----
(Unaudited)
Net sales $155,462 $131,508
Cost of sales 100,044 88,803
____________________________
Gross profit 55,418 42,705
Operating, selling and administrative expenses 36,191 29,649
Depreciation and amortization 6,951 4,779
_____________________________
Operating income 12,276 8,277
Other expense, net (1,857) (2,866)
_____________________________
Income before taxes 10,419 5,411
Provision for income taxes 4,161 2,217
_____________________________
Net income $ 6,258 $3,194
=============================
Net income per share - Basic $ .26 $ .14
=============================
Weighted average shares outstanding - Basic 24,091 23,610
Net income per share - Diluted $ .23 $ .12
=============================
Weighted average shares outstanding - Diluted 27,374 25,874
See notes to consolidated condensed financial statements.
<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(in thousands, except per share data)
Nine Months Ended September 30,
2000 1999
____ ____
(Unaudited)
Net sales $458,786 $385,666
Cost of sales 296,931 261,134
__________________________
Gross profit 161,855 124,532
Operating, selling and administrative expenses 101,144 81,899
Depreciation and amortization 18,721 13,269
__________________________
Operating income 41,990 29,364
Other expense, net (3,965) (4,424)
__________________________
Income before taxes 38,025 24,940
Provision for income taxes 15,209 10,330
__________________________
Net income $22,816 $14,610
==========================
Net income per share - Basic $0.96 $0.63
==========================
Weighted average shares outstanding - Basic 23,864 23,224
Net income per share - Diluted $0.86 $0.57
==========================
Weighted average shares outstanding - Diluted 26,543 25,416
See notes to consolidated condensed financial statements.
<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(in thousands)
Nine Months Ended September 30,
2000 1999
____ ____
(Unaudited)
Cash flows from operating activities:
Net income $22,816 $14,610
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 18,721 13,269
Provision for losses on receivables 4,307 1,403
Amortization of ESSOP loan guarantee 1,263 1,264
Decrease (increase) in:
Accounts receivable, trade (8,014) (9,855)
Accounts receivable, patient (13,901) (1,624)
Inventory (15,139) 1,480
Other current assets (5,631) (3,245)
Other assets (3,443) (3,698)
Increase (decrease) in:
Accounts payable 20,157 (2,138)
Accrued liabilities 3,257 7,190
Accrued wages and related costs (536) 2,501
Federal and state taxes payable (1,496) 2,382
Deferred compensation - 1,025
_______________________
Net cash provided by operating activities 22,361 24,564
_______________________
Cash flows from investing activities:
Purchase of property and equipment, net (18,461) (13,586)
Acquisitions of businesses, net of cash acquired (42,535) (18,700)
Net increase in short-term investments ( 3,080) (1,940)
Net decrease in long-term investments 1 4
Unrealized gain on investments 133 33
_______________________
Net cash used in financing activities (63,942) (34,189)
_______________________
Cash flow from financing activities:
Proceeds from long-term debt 37,279 22,678
Repayment of long-term debt (3,174) (9,955)
Issuance of common stock 15,703 5,984
Reacquisition of common stock for treasury (3,451) (800)
________________________
Net cash provided by financing activities 46,357 17,907
________________________
Net increase in cash and cash equivalents 4,776 8,282
Effect of exchange rate on cash (85) 112
Cash and cash equivalents at beginning of period 13,352 13,824
_______________________
Cash and cash equivalents at end of period $18,043 $22,218
=======================
See notes to consolidated condensed financial statements.
<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
1. GENERAL. The accompanying unaudited consolidated condensed
financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. The results of the nine
months ended September 30, 2000 are not necessarily indicative of
the results to be expected for the full year. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999. Certain line items in
the prior year's consolidated condensed financial statements have
been reclassified to conform to the current year's presentation.
2. NEW ACCOUNTING STANDARDS. On March 31, 2000, the Financial
Accounting Standards Board issued FASB Interpretation No. 44,
Accounting for Certain Transactions involving Stock Compensation -
an interpretation of APB Opinion No. 25 (FIN44). This
interpretation provides guidance for issues that have arisen in
applying APB Opinion No. 25, Accounting for Stock Issued to
Employees. FIN 44 applies prospectively to new awards, exchanges
of awards in a business combination, modifications to outstanding
awards, and changes in grantee status that occur on or after July
1, 2000, except for the provisions related to repricings and the
definition of an employee which apply to awards issued after
December 15, 1998. The provisions related to modifications to fixed
stock option awards to add a reload feature are effective for
awards modified after January 12, 2000. The new interpretation is
not expected to have a material impact upon the financial
statements.
In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") 101, Revenue Recognition
in Financial Statements. SAB 101 provides guidance on the
recognition, presentation, and disclosure of revenue in financial
statements of all public registrants. Any change in the Company's
revenue recognition policy resulting from the implementation of SAB
101 would be reported as a change in accounting principle. In June
2000, the SEC issued SAB 101B which delays the implementation date
of SAB 101 until the fourth fiscal quarter of fiscal years
beginning after December 15, 1999.
3. COMPREHENSIVE INCOME. Other comprehensive income includes
foreign currency translation adjustments and net unrealized gains
and losses on investments in equity securities. Such amounts are
as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
__________________
September 30, 2000 September 30, 1999
__________________ __________________
Tax Tax
Before-Tax (Expense) Net of Tax Before-Tax (Expense) Net of Tax
Amount or Benefit Amount Amount or Benefit Amount
__________________________________ _________________________________
<S> <C> <C> <C> <C> <C> <C>
Foreign currency translation
adjustments $260 $ - $260 $(98) $ - $(98)
Unrealized gains (losses) on
investments:
Unrealized holding gains (losses)
arising during period 0 0 0 (218) 92 (126)
___________________________________________________________________
Other comprehensive income 260 0 260 (316) 92 (224)
Net Income 10,419 (4,161) 6,258 5,411 (2,217) 3,194
___________________________________________________________________
Total comprehensive income $10,679 ($4,161) $6,518 $5,095 ($2,125) $2,970
===================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
_________________
September 30, 2000 September 30, 1999
__________________ __________________
Tax Tax
Before-tax (Expense) Net of Tax Before-Tax (Expense) Net of Tax
Amount or Benefit Amount Amount or Benefit Amount
_________________________________ _________________________________
<S> <C> <C> <C> <C> <C> <C>
Foreign currency translation
adjustments $351 $ - $351 $(32) $ - $(32)
Unrealized gains (losses) on
investments:
Unrealized holding gains (losses)
arising during period 222 (89) 133 (199) 84 (115)
_____________________________________________________________________
Other comprehensive income 573 (89) 484 (231) 84 (147)
Net Income 38,025 (15,209) 22,816 24,940 (10,330) 14,610
_____________________________________________________________________
Total comprehensive income $38,598 ($15,298) $23,300 $24,709 ($10,246) $14,463
=====================================================================
</TABLE>
4. SEGMENT INFORMATION. Syncor has identified three primary
operating segments: U.S. Pharmacy Services, U.S. Medical Imaging
and International Operations. Segment selection was based upon
internal organizational structures, how these operations are
managed and evaluated, the availability of separate financial
results, and materiality considerations. Segment detail is
summarized as follows:
THREE MONTHS ENDED
__________________
U.S. Pharmacy Services Business September 30, 2000 September 30, 1999
_______________________________ __________________ __________________
Revenues $120,858 $110,102
Operating Income $ 12,997 $ 10,129
U.S. Medical Imaging Business
_____________________________
Revenues $ 26,475 $ 14,730
Operating Income $ 3,251 $ 1,793
International Operations
________________________
Revenues $ 8,129 $ 6,676
Operating Income $ 388 $ 324
Unallocated Corporate
_____________________
Operating Loss $ (4,360) $ (3,969)
<PAGE>
NINE MONTHS ENDED
_________________
U.S. Pharmacy Services Business September 30, 2000 September 30, 1999
_______________________________ __________________ __________________
Revenues $ 366,791 $330,169
Operating Income $ 44,482 $ 36,386
U.S. Medical Imaging Business
_____________________________
Revenues $ 66,943 $ 38,277
Operating Income $ 8,062 $ 3,792
International Operations
________________________
Revenues $ 25,052 $ 17,220
Operating Income (loss) $ 1,615 $ (132)
Unallocated Corporate
_____________________
Operating Loss $ (12,169) $ (10,682)
5. NET INCOME PER SHARE. Basic earnings per share (EPS) amounts are
computed by dividing earnings applicable to common stockholders by the
average number of shares outstanding. Diluted EPS amounts assume the
issuance of common stock for all potentially dilutive equivalents
outstanding. Anti-dilutive outstanding stock options of 772 at September
30, 2000 and 127 at September 30, 1999 have been excluded from the
diluted calculation.
The reconciliation of the numerator and denominators of the basic and
diluted earnings per share computations are as follows for the three and
nine months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
__________________
September 30, 2000 September 30, 1999
__________________ __________________
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
___________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Net income $6,258 $3,194
Basic EPS $6,258 24,091 $.26 $3,194 23,610 $.14
____ ____
Effect of Dilutive
Stock Options 3,283 2,264
_____ _____
Diluted EPS $6,258 27,374 $.23 $3,194 25,874 $.12
____ ____
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
_________________
September 30, 2000 September 30, 1999
__________________ __________________
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
___________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Net income $22,816 $14,610
Basic EPS $22,816 23,864 $.96 $14,610 23,224 $.63
____ ____
Effect of Dilutive
Stock Options 2,679 2,192
_____ _____
Diluted EPS $22,816 26,543 $.86 $14,610 25,416 $.57
____ ____
</TABLE>
6. NOTES RECEIVABLE - RELATED PARTIES. The Company initiated a
Senior Management Stock Purchase Plan effective June 16, 1998,
pursuant to which, officers and key employees of the Company
purchased shares of Syncor stock. The shares were paid with a
five-year interest-bearing promissory note payable to the
Company. Interest on each note is payable on each anniversary
date, with the entire outstanding principal and unpaid interest
due on the fifth anniversary date.
7. ACQUISITIONS OF BUSINESSES. During the second quarter of
2000, the Company acquired the remaining interest in nine
managed sites for a total acquisition price of $8.7 million
plus the assumption of $2.4 million in debt.
During the third quarter of 2000, the Company acquired 13 medical
imaging centers located in California and Florida. The
acquisition price was approximately $31.0 million plus the
assumption of $1.3 million in debt.
The Company accounted for these transactions as purchases and the
purchase prices were allocated primarily to fixed assets,
accounts receivable and goodwill.
<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and
Results of Operations
For the Three and Nine Months Ended September 30, 2000 and 1999
NET SALES
_________
Consolidated net sales for the three months ended September 30,
2000 increased 18.2% or $24.0 million to $155.5 million versus
$131.5 million for the third quarter of 1999. For the nine months
ended September 30, 2000 net sales increased 19.0% or $73.1 million
to $458.8 million compared to $385.7 million for the same period in
1999.
U.S. PHARMACY SERVICES
The Pharmacy Services revenue grew 9.8% for the quarter and 11.1%
for the nine months ended September 30, 2000. The Company's sales
growth for the third quarter was impacted by one less sales day as
compared to 1999. The sales increase for the quarter would have
been 11.5% on a comparable basis to the same period of the prior
year. The primary source of growth continues to be from cardiology.
Within the cardiology sector, the Company's sales increased at
13.7% for the quarter, as compared to the third quarter of last
year and 15.3% for the nine months compared to the nine months in
1999. Unit dose sales of Cardiolite(R), proprietary heart imaging
agent to which the Company has preferential distribution rights,
increased approximately 18.0% in the third quarter as compared to
the third quarter of 1999, and 19.8% for the nine months ended
September 30, 2000. The Company's most recent price increase, which
took effect in January 2000, contributed approximately 3.5% of this
increase. Despite competition from a competing cardiac agent, it
is the Company's belief that Cardiolite(R) continues to gain market
share among the cardiac imaging agents.
The Company continues to see growth in servicing the cardiology
requirements of a large portion of its managed care business
despite losing the contract awards to these managed groups. The
Company continues to see growth in gross profit margins associated
with these groups primarily due to the absence of administrative
fees and higher product pricing for these group purchases.
U.S. MEDICAL IMAGING
The Company continues to see excellent growth in the Medical
Imaging Business as a result of both strategic acquisitions in
targeted geographic regions and growth from existing sites. Sales
from the Medical Imaging Business grew at 79.7% for the quarter and
74.9% for the nine months ended September 30, 2000. Same store
sales growth was approximately 15.7% for the quarter and 14.7% for
the nine months ended September 30, 2000. To accomplish its
strategic goals, the Company has devoted additional funding for
critical management positions and intends to consolidate the
billing and collection functions on a single software platform.
INTERNATIONAL OPERATIONS
The Company's International Operations continue to grow as sales
for the quarter increased 21.8% from the prior year quarter.
Sales for the nine months ended September 30, 2000 increased
45.5% from the prior year. This sales growth comes from two
areas. Same store sales grew 11.4% in the quarter and 31.1%
year-to-date. In addition, the Company opened or acquired seven
new sites since the third quarter of 1999.
GROSS PROFIT
____________
Gross profit for the three months ended September 30, 2000
increased $12.7 million to $55.4 million, and as a percentage of
net sales reached 35.6% for this quarter as compared to 32.5% of
net sales for the third quarter of 1999. The gross profit for the
nine months ended September 30, 2000 increased by $37.3 million to
$161.9 million or 30.0% and as a percentage of net sales to 35.3%
compared to 32.3% for the comparable period in 1999.
<PAGE>
U.S. PHARMACY SERVICES
The gross profit margin for this segment increased in the quarter
ended September 30, 2000 from 26.0% in 1999 to 27.7% in 2000. For
the nine months ended September 30, 2000, the gross margin
increased from 26.7% to 28.1%. Material costs have decreased
slightly as a percentage of sales in spite of vendor price
increases due to better contracted rates, product mix changes
resulting in higher sales of higher margin products (primarily
Cardiolite(R)) and the price increase that was instituted in
January, 2000. Direct labor costs have declined as a percentage of
sales due to more efficient staffing levels and additional leverage
generated from these increased sales volumes.
U.S. MEDICAL IMAGING
The gross profit margin for this segment decreased in the quarter
ended September 30, 2000 from 73.8% in 1999 to 69.6% in 2000. For
the nine months ended September 30, 2000, the gross margin
decreased from 74.9% to 70.5%. These declines are primarily the
result of two factors. The first is the conversion of sites from
managed sites to owned sites, which results in the loss of
"management fee income" without a corresponding impact on the
"cost of goods sold." The second is an increase in the reading
fees paid to contracted radiologists. Volume continues to
increase as a result of increased site growth and site
acquisitions. This segment has contributed $18.6 million of the
$37.3 million increase in gross profit for the nine months ended
September 30, 2000.
INTERNATIONAL OPERATIONS
The gross profit margin for this segment decreased in the quarter
ended September 30, 2000 from 41.1% in 1999 to 38.5% in 2000. For
the nine months ended September 30, 2000, the gross profit margin
increased from 39.1% in 1999 to 41.3% in 2000. The third quarter
margin was impacted by start-up costs associated with the
brachytherapy and PET isotope production businesses. Excluding
these expenses, this margin would have improved to 42.6%.
International Operations is expected to continue to improve
margins as volume increases, which allows for better utilization
of site resources. The addition of owned and managed imaging
centers, which have a lower cost of materials when compared to
pharmacy operations, is also expected to contribute to these
margin increases.
OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
______________________________________________
Operating, Selling and Administrative costs for the quarter ended
September 30, 2000 increased by $6.5 million or 22.1% to $36.2
million as compared to $29.6 million for the comparable quarter in
1999. For the nine months ended September 30, 2000 these expenses
increased by $19.2 million or 23.5% to $101.1 million as compared
to $81.9 million for the same period in 1999. The ratio of these
expenses to sales increased from 22.5% in 1999 to 23.3% in 2000 for
the comparable quarters and from 21.2% to 22.0% for the comparable
nine-month periods. The Medical Imaging business, which
traditionally has higher operating cost to sales ratio, contributed
the majority of the nine months change. This business showed an
increase in costs of $4.3 million for the quarter and $10.1 million
for the nine-month period due primarily to acquisitions and the
accompanying need for increased infrastructure. The Pharmacy
Services business expenses in this area increased due to higher
labor costs and certain sales incentive programs.
DEPRECIATION AND AMORTIZATION
_____________________________
Depreciation expense increased by $2.2 million to $7.0 million or
45.4% in the three months ended September 30, 2000 as compared to
the same period in 1999. For the nine months ended September 30,
2000 depreciation expense increased by $5.5 million to $18.7
million or 41.1%. The medical imaging business contributed $1.8
million of the increase in the quarter and $4.2 million of the
increase for the nine-month period. This increase is the result of
goodwill, depreciation, and non-compete costs associated with the
Medical Imaging business expansion. The Company expects these
trends to continue as this segment is very capital intensive and
further acquisitions are planned.
OTHER EXPENSE, NET
__________________
The change in Other Expense, Net for the quarter is the result of
increased borrowings and the resultant interest expense from the
Medical Imaging business acquisitions which were completed in 1999
and 2000. The third quarter of 1999 includes an operating
investment write-down charge of $1.1 million, net of tax. The
increase in interest expense year-to-date was partially offset by
miscellaneous income from legal settlements, which have been
classified as a non-recurring item. The settlements total $0.25
million after tax or approximately $.01 on a fully diluted basis.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
The Company had cash, cash equivalents and investments of $30.9
million at September 30, 2000 compared with $23.1 million at
December 31, 1999. The Company's total debt position of $138.2
million at September 30, 2000 reflects an increase of $52.6
million when compared to the balance of $85.6 million at December
31, 1999. The increase in debt for the nine months ended September
30, 2000, results primarily from the financing of the continued
expansion of the Medical Imaging business. Working capital
increased by $22.2 million to $78.5 million at September 30, 2000,
compared to $56.3 million at December 31, 1999.
At quarter-end, the Company made a purchase of approximately two
months' worth of Cardiolite(r) inventory at favorable terms.
This inventory will be completely utilized by mid-December 2000.
The Company believes sufficient internal and external sources exist
to fund operations and future expansion plans. At September 30,
2000, $26.7 million was available on the $125 million credit line,
which was subsequently replaced on October 17, 2000 by a new credit
facility of $150 million, with the ability to expand the facility
to $200 million.
ACQUISITION OF BUSINESSES
_________________________
During the second quarter of 2000, the Company acquired the
remaining interest in nine managed sites for a total acquisition
price of $8.7 million plus the assumption of $2.4 million in debt.
During the third quarter of 2000, the Company acquired 13 medical
imaging centers located in California and Florida. The acquisition
price was approximately $31.0 million plus the assumption of $1.3
million in debt.
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 the Company's products, competitor pricing,
maintenance of the Company's current market position and other
factors. Given these uncertainties, undue reliance should not be
placed on such forward-looking statements.
<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10. Material Contracts
10.1 Fifth Amendment to Executive Long-Term Performance Equity
Plan, dated August 22, 2000.
11. Statement re: Computation of Per Share Earnings
Computation can be clearly determined from the material
contained in Part I of this Form 10-Q.
27. Financial Data Schedule (filed electronically)
Exhibit 10.1
FIFTH AMENDMENT TO
EXECUTIVE LONG-TERM PERFORMANCE EQUITY PLAN
This Fifth Amendment to Executive Long-Term Performance Equity Plan,
dated as of August 22, 2000 (this "Amendment"), hereby amends that certain
Executive Long-Term Performance Equity Plan, dated as of January 1, 1998 and
amended as of November 17, 1998, June 23, 1999 and June 20, 2000 (the "Plan"),
for Syncor International Corporation, a Delaware corporation (the "Company").
1. As a result of the stock split that became effective on August 9,
2000, the stock price targets will now be: $41; $52; and $65. The
outside date for achievement of these stock price targets will be
as follows:
$41 target by December 31, 2002
$52 target by December 31, 2003
$65 target by December 31, 2004
2. Awards under the $41 target shall vest if Syncor's stock closes at
$41 or higher for ten out of twenty consecutive trading days.
Awards under the $52 target and $65 target shall vest if Syncor's
stock closes at $52 or higher, or $65 or higher, as the case may be,
for ten consecutive trading days.
3. With respect to the payment of the TSR modifier for overachievement,
participants will have discretion on how they will receive the
payment, whether in cash, or stock, or a combination of both.
4. This Amendment is effective as of the date first set forth above.
Except as amended hereunder, all other terms and conditions of the
Plan shall remain in full force and effect.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SYNCOR INTERNATIONAL CORPORATION
(Registrant)
September 13, 2000 By: /s/ Michael E. Mikity
Michael E. Mikity
Senior Vice President and
Chief Financial Officer
(Principal Financial /
Accounting Officer)
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
<S> <C>
PERIOD-TYPE 9 MOS
FISCAL-YEAR-END DEC 31, 2000
PERIOD-START JAN 1, 2000
PERIOD-END SEPT 30, 2000
CASH 18,043
SECURITIES 11,629
RECEIVABLES 120,291
ALLOWANCES (6,852)
INVENTORY 36,843
CURRENT-ASSETS 200,890
PP&E 174,352
DEPRECIATION (73,744)
TOTAL-ASSETS 427,399
CURRENT-LIABILITIES 122,404
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 1,362
OTHER-SE 171,993
TOTAL-LIABILITY-AND-EQUITY 427,399
SALES 458,786
TOTAL-REVENUE 458,786
CGS 296,931
TOTAL-COSTS 296,931
OTHER-EXPENSES 119,865
LOSS-PROVISION 4,307
INTEREST-EXPENSE 6,885
INCOME-PRE-TAX 38,025
INCOME-TAX 15,209
INCOME-CONTINUING 22,816
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME 22,816
EPS-BASIC .96
EPS-DILUTED .86
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