SYNCOR INTERNATIONAL CORP /DE/, 10-Q, 2000-05-15

SYNCOR INTERNATIONAL CORP /DE/
10-Q, 2000-05-15
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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 March 31, 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 March 31,
2000, 11,912,320 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
March 31, 2000 and December 31, 1999. . . . . . . . . . . . 3

Statements of Income for Three Months
Ended March 31, 2000 and 1999 . .. . . . . . . . . . . . . 4

Statements of Cash Flows for Three Months
Ended March 31, 2000 and 1999 . . . . . . . . . . . . . . . 5

Notes to Consolidated Condensed Financial Statements . . . . 6

Item 2. Management's Discussion and Analysis of Financial Condition . 9

Part II. Other Information . . . . . . . . . . . . . . . . . . . . . . 12

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands)
<TABLE>
<CAPTION>

March 31, December 31,
2000 1999
____ ____
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 17,033 $ 13,352
Short-term investments 11,794 8,536
Trade receivables, net 82,995 73,962
Patient receivables, net 21,474 15,924
Inventory 10,927 21,727
Prepaids and other current assets 15,017 14,446
________ ________

Total current assets 159,240 147,947

Marketable investment securities 1,183 1,185
Property and equipment, net 72,079 66,640
Excess of purchase price over net assets acquired, net 77,120 75,308
Other assets 19,598 21,562
________ ________
$329,220 $312,642
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 51,488 $ 53,205
Accrued liabilities 11,863 9,682
Accrued wages and related costs 15,817 16,997
Federal and state taxes payable 7,076 2,425
Current maturities of long-term debt 7,338 9,312
________ ________

Total current liabilities 93,582 91,621

Long-term debt, net of current maturities 85,773 76,326
Deferred Taxes 3,618 4,358

Stockholders' equity:
Common stock, $.05 par value 666 665
Additional paid-in capital 91,574 91,269
Notes receivable-related parties (17,551) (18,692)
Employee savings and stock ownership loan guarantee (2,949) (3,370)
Accumulated other comprehensive income (417) (410)
Retained earnings 91,961 84,481
Treasury stock, at cost; 1,535 shares at
March 31, 2000 and 1,393 shares at
December 31, 1999 (17,037) (13,606)
________ ________

Net stockholders' equity 146,247 140,337
________ ________

$329,220 $312,642
======== ========
</TABLE>

See notes to consolidated condensed financial statements.

<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(in thousands, except per share data)
<TABLE>
<CAPTION>

Three Months Ended March 31,
____________________________
2000 1999
____ ____
(Unaudited)
<S> <C> <C>
Net sales $148,958 $123,867

Cost of sales 98,000 85,121
________ ________

Gross profit 50,958 38,746

Operating, selling and administrative expenses 32,008 24,976

Depreciation and amortization 5,282 4,148
________ ________

Operating income 13,668 9,622

Other expense, net (1,197) (883)
________ ________

Income before taxes 12,471 8,739

Provision for income taxes 4,991 3,710
________ ________

Net income $ 7,480 $ 5,029
======== ========

Net income per share - Basic $0.63 $0.44
======== ========

Weighted average shares outstanding - Basic 11,863 11,363
======== ========

Net income per share - Diluted $0.59 $0.41
======== ========

Weighted average shares outstanding - Diluted 12,595 12,393
======== ========

</TABLE>

See notes to consolidated condensed financial statements.

<PAGE>
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>

Three Months Ended March 31,
___________________________
2000 1999
____ ____
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:

Net income $ 7,480 $ 5,029
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,282 4,148
Provision for losses on receivables 1,124 215
Amortization of ESSOP loan guarantee 421 422
Decrease (increase) in:
Accounts receivable, trade (9,036) ( 8,129)
Accounts receivable, patient (4,412) 959
Inventory 10,807 3,067
Other current assets (453) (1,498)
Other assets 185 (8,091)
Increase (decrease) in:
Accounts payable (1,724) 262
Accrued liabilities 1,056 3,444
Accrued wages and related costs (1,184) (3,989)
Federal and state taxes payable 4,735 1,808
Deferred compensation - 120
_______ _______

Net cash provided (used) by operating activities 14,281 (2,233)
_______ _______

Cash flows from investing activities:

Purchase of property and equipment, net (5,727) (4,374)
Acquisitions of businesses, net of cash acquired (2,738) -
Net increase in short-term investments (3,257) (2,543)
Net decrease in long-term investments 2 (3)
Unrealized gain on investments 67 (52)
_______ _______

Net cash used in investing activities (11,653) (6,972)
_______ _______

Cash flow from financing activities:

Proceeds from long-term debt 5,591 13,001
Repayment of long-term debt (2,460) (3,212)
Issuance of common stock 1,354 1,266
Reacquisition of common stock for treasury (3,431) -
_______ _______

Net cash provided by financing activities 1,054 11,055
_______ _______

Net increase (decrease) in cash and cash equivalents 3,682 1,850

Effect of exchange rate on cash (1) (31)

Cash and cash equivalents at beginning of period 13,352 13,824
_______ _______

Cash and cash equivalents at end of period $17,033 $15,643
======= =======
</TABLE>

See notes to consolidated condensed financial statements.

SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements

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
three months ended March 31, 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.

NEW ACCOUNTING PRONOUNCEMENTS
_____________________________

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 (FIN 44). 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.

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
__________________
March 31, 2000 March 31, 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 (74) 0 (74) 302 0 302

Unrealized gains (losses) on investments:
Unrealized holding gains (losses)
arising during period 112 (45) 67 (86) 34 (52)

Other comprehensive income 38 (45) (7) 216 34 250

Net income 12,471 (4,991) 7,480 8,739 (3,710) 5,029
_______ ________ ______ ______ ________ ______

Total comprehensive income $12,509 $(5,036) $7,473 $8,955 $(3,676) $5,279
======= ======== ====== ====== ======== ======
</TABLE>

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, the way these
operations are managed and evaluated, the availability of separate
financial results, and materiality considerations. Segment detail is
summarized as follows:
<TABLE>
<CAPTION>
Three Months Ended
__________________
March 31, 2000 March 31, 1999
______________ ______________
<S> <C> <C>
U.S. PHARMACY SERVICES BUSINESS
_______________________________

Revenues $122,189 $108,238
Operating Income $ 15,064 $ 12,255

U.S. MEDICAL IMAGING BUSINESS
_____________________________

Revenues $ 17,927 $ 11,138
Operating Income $ 1,687 $ 918

INTERNATIONAL OPERATIONS
________________________

Revenues $ 8,842 $ 4,491
Operating Income $ 992 $ (211)

UNALLOCATED CORPORATE
_____________________

Operating Loss $ (4,075) $ (3,340)

</TABLE>

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 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 months ended March
31, 2000 and 1999:

<TABLE>
<CAPTION>
Three Months Ended
__________________
March 31, 2000 March 31, 1999
______________ ______________
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
__________________________________ __________________________________
<S> <C> <C> <C> <C> <C> <C>
Net income $7,480 $5,029

Basic EPS $7,480 11,863 $.63 $5,029 11,363 $.44

Effect of Dilutive
Stock Options 732 1,030

Diluted EPS $7,480 12,595 $.59 $5,029 12,393 $.41
</TABLE>

ACQUISITION OF BUSINESSES
_________________________

During the first quarter of 2000, the Company acquired four imaging
center sites as part of the expansion of its medical imaging business.
The first of these was the acquisition of three sites previously managed
by the Company and will now be part of the consolidated entity for a
purchase price of $2.7 million plus the assumption of $2.7 million in
debt. The other site acquisition was in Boynton Beach, Florida for a
purchase price of $.2 million plus the assumption of $1.3 million in
debt.

NOTES RECEIVABLE-RELATED PARTIED
________________________________

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.

SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition
and Results of Operations
For the Three Months Ended March 31, 2000 and 1999

NET SALES
_________

Consolidated net sales for the three months ended March 31, 2000 increased
20.3% or $25.1 million to $149.0 million versus $123.9 million for the
first quarter of 1999.

U.S. PHARMACY SERVICES BUSINESS

The Pharmacy Services business grew at a pace of 12.9% for the current
quarter, which is a result of continued growth in both the overall market
place and the cardiology sector of the Company's business. The overall
year-over-year growth rate for the cardiology sector was approximately 15%
for the quarter. Sales of Cardiolite(R) a proprietary technetium-based
heart imaging agent to which the Company has preferential distribution
rights, led the growth in cardiology with an approximately 18% growth rate
over the corresponding period. Cardiolite(R) market share is now
estimated at 64% and continues to outpace its competing product. The
growth in Cardiolite(R) has been partially offset by declining sales of
two other generic cardiology agents, Thallium and I.V. Persantine(R).
Competition from a competing cardiac agent continues; however, it is the
Company's belief that the market penetration of this agent has not
increased. The Company continues to gain market share as our sales levels
outpace the industry growth rates. The Company instituted a 5% price
increase effective January 1, 2000 to be phased in over a three month
period. The Company estimates that it achieved an increase of
approximately 3.8% at the end of March 2000 for approximately 80% of the
customers.

The Company has continued to see growth in servicing certain group
purchasing participants despite losing the contract awards through
competitive bidding processes. The Company has seen a corresponding growth
in gross profit margins associated with this group as the result of the
loss of this contract due primarily to the absence of administrative fees
and higher product pricing.

U.S. MEDICAL IMAGING BUSINESS

The Company continues to grow the medical imaging business both as a
result of the acquisition of sites and growth of existing sites. Overall,
sales have increased year-over-year 61% for the first quarter. Same store
sales growth was approximately 12% for the quarter. Growth in this
segment of the business has been driven primarily by a number of small
acquisitions (eleven) that have taken place since the first quarter of
1999. The Company expects to continue to grow this business through a
combination of growth in existing sites, buyouts of equity interests in
existing sites not owned by the Company and strategic acquisitions in
areas of the country that fit within the Company's overall strategy of
becoming a significant provider in targeted geographic regions. In order
to accomplish these goals, the Company has devoted additional resources
for certain critical management positions and is in the process of
consolidating the billing and collection functions on a single electronic
platform.

INTERNATIONAL OPERATIONS

The Company's international operations continue to grow as sales for the
quarter increased 80.3% as compared to the prior year. This is the result
of the opening or acquisition of five new sites and the continued
expansion of existing sites. Same store growth was approximately 43% for
the quarter. We look for the continued expansion of this segment as these
operations mature and through further strategic acquisitions.

GROSS PROFIT
____________

Gross profit for the first quarter ended March 31, 2000 increased $12.2
million to $51.0 million. As a percentage of net sales, gross margins
reached 34.2% for the first quarter ended March 31, 2000 compared to 31.3%
for the respective period in 1999.

U.S. PHARMACY SERVICES BUSINESS

The gross profit from this group increased from 26.1% to 28.1% for the
first quarter of 2000 as compared to the prior year due to better
contracting and improved cost controls and the continued product mix shift
to Cardiolite(R). The Company renewed business from hospital buying group
contracts that were marginally profitable to individual hospital
agreements that provided greater margins. Material costs, as a percentage
of sales, are down due to the continued product mix shift to Cardiolite(R)
and the price increase that was instituted in January. Direct labor costs
as a percentage of sales were reduced in this quarter as compared to the
first quarter of 1999 by 0.2%. This shows the continued commitment to
staffing controls at the pharmacy locations and the additional leverage
generated from these increased scales volumes. Additionally, the cost of
delivery showed an actual decline from the prior year quarter of 1.5%. The
use of newly contracted delivery services in addition to better control of
vehicle costs contributed to this decline.

U.S. MEDICAL IMAGING BUSINESS

The gross profit margin for this group decreased from 75.9% to 69.7% for
the first quarter of 2000 as compared to the prior year. This decline is
principally from two factors. The first is the conversion of sites from
managed sites to owned sites, which resulted in the loss of "management
fee income". The second is an increase in reading fees paid to contracted
radiologists.

INTERNATIONAL OPERATIONS

The gross profit margin for this segment increased from 36.8% in the first
quarter of 1999 to 41.8% in the first quarter of 2000. These margins have
improved as volumes increased and efficiencies improved at the pharmacy
sites. The increasing share of revenues generated from owning and managing
imaging centers also increased these margins as traditionally imaging
centers have lower cost of materials.

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
______________________________________________

Operating, Selling and Administration costs showed a year-over-year
increase for the quarter ended March 31, 2000 of approximately 28.2% or
$7.0 million. In addition, the ratio of these expenses to sales increased
to 21.5% from 20.2% for the comparative quarter of 1999. The primary
reasons for the increase in this percentage were the accrual of bonuses
which are linked to reaching certain stock price levels and certain other
performance bonuses, and the continued acquisitions within the medical
imaging business which has higher costs in this category than the pharmacy
operations.

DEPRECIATION AND AMORTIZATION
_____________________________

Depreciation and amortization increased by $1.1 million for the quarter
ended March 31, 2000, compared to the first quarter of 1999. The increase
is primarily the result of goodwill and non-compete costs associated with
the medical imaging business acquisitions, which accounted for $0.8 million
of this increase. In addition, the Company has invested in information
systems and other infrastructure changes that also contributed to the
increases.

OTHER EXPENSE, NET
__________________

The change in Other Expense, Net was the result of increased borrowings
and the resulting interest for acquisition debt incurred since the first
quarter of 1999.

ACQUISITION OF BUSINESSES
_________________________

During the first quarter of 2000, the Company acquired four imaging center
sites as part of the expansion of its medical imaging business. The first
of these was the acquisition of three sites previously managed by the
Company and will now be part of the consolidated entity for a purchase
price of $2.7 million plus the assumption of $2.7 million in debt. The
other site acquisition was in Boynton Beach, Florida for a purchase price
of $.2 million plus the assumption of $1.3 million in debt.

LIQUIDITY AND CAPITAL RESOURCES
_______________________________

The Company had cash, cash equivalents and investments of $30.0 million at
March 31, 2000 compared with $23.1 million at December 31, 1999. The
Company's total debt of $93.1 million at March 31, 2000 reflects an
increase of $3.1 million when compared to the balance of $90.0 million at
December 31, 1999. The increase for the three months ended March 31, 2000
results primarily from the financing of the continued expansion of the
medical imaging business. Working capital increased by $9.4 million to
$65.7 million at March 31, 2000 compared to $56.3 million at December 31,
1999.

The Company believes that sufficient internal and external sources exist
to fund operations and future expansion plans. The Company had $42.1
million available on its $100 million credit line facility at March 31,
2000.

YEAR 2000
_________

Like many other companies, the Year 2000 calendar change was a smooth
transition and the Company did not experience any significant adverse
consequences. We have continued to monitor our critical computer systems
and have not experienced any significant problems in this quarter. We will
continue this process throughout the Year 2000 to ensure a timely response
to any matters that might arise.

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 Employment Agreement of Robert G. Funari, dated as of
January 1, 2000.

10.2 Employment Agreement of Monty Fu, dated as of January 1,
2000.

<PAGE>
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)

May 15, 2000 By: /s/ Michael E. Mikity
Michael E. Mikity
Senior Vice President and
Chief Financial Officer
(Principal Financial/Accounting
Officer)

<PAGE>
Exhibit 10.1

EMPLOYMENT AGREEMENT OF ROBERT G. FUNARI

This Employment Agreement (this "Agreement"), is made and entered into
as of the 1st day of January, 2000, by and between Syncor International
Corporation, a Delaware corporation (the "Company"), and Robert G. Funari
("Employee").

1. Employment. The Company agrees to employ Employee, and Employee
agrees to be employed by the Company, during the Employment Period (as
hereinafter defined) to perform his duties as President and Chief Executive
Officer of the Company or such other or additional duties as determined from
time to time by the Board of Directors of the Company or its designee. If
Employee is elected or appointed to an office with any of the Company's other
subsidiaries or affiliates during the Employment Period, Employee shall serve
in such capacity or capacities without additional compensation. Employee
agrees to perform such duties faithfully and to the best of his ability, to
devote his full working time and efforts to the performance of such duties
and not to accept any other gainful employment without the prior written
consent of the Board of Directors.

2. Employment Period; Extension. The "Employment Period," as used
herein, means the period beginning on January 1, 2000 (the "Commencement
Date") and ending on December 31, 2001 (the "Expiration Date"), unless
extended or terminated as provided herein. The Employment Period shall be
extended for a period of two years, commencing on January 1, 2002 and ending
on December 31, 2003 (the "Extension Period") unless, on or before November
1, 2001, one party delivers written notice to the other, that it does not
desire to extend the Employment Period beyond December 31, 2001, in which
case, this Agreement shall expire by its terms on the Expiration Date. On or
after June 1, 2003, the Company will negotiate with Employee regarding an
extension of the Employment Period beyond December 31, 2003. Such
negotiations shall conclude on or before October 1, 2003. Any extension of
this Agreement beyond December 31, 2003 shall be subject to the mutual
written agreement of Employee and the Company with respect to the terms
thereof. Neither the Company nor Employee shall have any obligation to extend
the Employment Period.

2.1 If Employee and the Company do not execute a written
agreement extending the Employment Period beyond December 31, 2003:

(a) and if Employee performs the same duties
following such date as he had before such date,
such employment shall be at-will, subject to
termination by either party, with or without
cause, upon 90 days written notice (the "90-Day
Notice") to the other party; otherwise

(b) Employee shall not be entitled to earn incentive
compensation and no stock options shall vest
after such date and Company's sole liability to
Employee following such date shall be (1) payment
of Employee's Annual Base Salary, in bi-weekly
installments, (2) to provide the same medical
benefits; (3) not to trigger a termination event
for the purposes of vested options, ESSOP and
deferral plan(s) if any; all through June 30,
2004 (the "Additional Compensation"); provided,
however, that in order for Employee to receive
any portion of the Additional Compensation,
Employee must perform his duties hereunder
through December 31, 2003.

3. Annual Salary and Benefits.

3.1 Base Salary and Incentive Compensation. For all services
rendered by Employee during the Employment Period, the Employee shall be
entitled to be paid by the Company a base salary of $400,000, which may be
adjusted annually, subject to agreement of the parties (the "Annual Base
Salary"), and to receive such fringe benefits as may be made available by the
Company to Employee, including participation in the Corporate Executive
Management Incentive Plan, the Performance Equity Plan, the Deferred
Compensation Plan, and any other incentive plan(s) that may be prepared and
approved by the Board of Directors which are applicable generally to the
Company's executives of comparable rank to Employee, including, without
limitation, a ten year stock option with a Black Scholes value equal to
$240,000 (as of the date the Board approves the option) which shall vest
according to the schedule described in the applicable stock option
agreement. Employee also shall be eligible to receive such additional
compensation, contingent or otherwise, as determined solely in the discretion
of the Board of Directors (or a committee of the Board of Directors to which
such discretion is delegated). The Annual Base Salary shall be payable in
biweekly installments, subject to all applicable withholding and deductions.

3.2 Stock Options. From time to time, at the Board of
Directors meetings, the appropriate Board committee shall consider the
adequacy of Employee's then existing stock options. If, in the Board of
Directors' sole discretion, additional options are warranted, they shall be
granted with terms and conditions which the Board deems appropriate and at
all times consistent with the Company's then existing stock option plans. At
any time that Employee wants to exercise any of his vested stock options,
upon Employee's request, the Company may loan to him the amount necessary to
exercise such options; provided, however, that any such loan shall not
include any amount for Employee's withholding taxes, unless such exercise is
in connection with a Termination Without Cause following a Change in Control,
as such terms are defined in Section 7.3 below. The terms and conditions of
any such loan shall be determined by the Board of Directors.

4. Employee Handbook. The Company maintains an Employee Handbook,
which the Company may revise as the Company deems necessary. Employee's
employment hereunder is and will be subject to the provisions of any such
Handbook maintained by the Company; however, the express provisions of this
Agreement will control in the event they conflict or are inconsistent with
the provisions of the Handbook.

5. Execution of Documents and Other Agreements. If, prior to the
date hereof, Employee has not already done so, Employee (a) shall execute an
Invention, Secrecy and Other Matters Agreement substantially in the form
attached hereto as Exhibit A, (b) shall execute a Benefits Agreement
substantially in the form attached hereto as Exhibit B; provided however, the
express provisions of this Agreement will control in the event they conflict
or are inconsistent with the provision of such Benefits Agreement, and (c)
shall deliver to the Company the Form I-9 prescribed by the Immigration and
Naturalization Service together with the original documentation required
therewith. In addition, Employee shall execute and deliver to the Company
all such documents as the Company may from time to time deem necessary or
desirable to evidence, protect, enforce or defend its right, title and
interest in or to any Proprietary Information, as defined in the Invention,
Secrecy & Other Matters Agreement.

6. Termination.

6.1 This Agreement and Employee's employment hereunder will
automatically terminate upon the first to occur of the following
circumstances, effective on the specified date (any such termination and any
termination pursuant to Section 6.2 being referred to herein as a
"Termination of Employment"):

(a) on December 31, 2001 if a notice is served
pursuant to Section 2 thereof;

(b) if on December 31, 2003 the parties fail to
extend the Employment Period beyond the Extension Period pursuant to Section
2 hereof; or,

6.2 This Agreement and Employee's employment hereunder may be
terminated by the Company or Employee, as the case may be, by written notice
to the other under the following circumstances:

(a) by the Company at any time for "cause" consisting
of, as determined in the sole discretion of the Board of Directors, (i)
Employee's willful misconduct which has or could reasonably be expected to
have a material adverse effect on the financial condition, results of
operations, business, assets, operations, performance or prospects of the
Company (a "Material Adverse Effect"), (ii) Employee's willful violation of
specific written directions from the Board of Directors of the Company, which
directions are lawful and are consistent with the provisions of this
Agreement, or Employee's material neglect of his duties hereunder, (iii) the
commission by Employee of an act constituting common law fraud or
embezzlement or a felony or criminal act (other than traffic violations),
(iv) Employee's abuse of alcohol or other drugs or controlled substances or
conviction of a crime involving moral turpitude, in each case which has or
could be reasonably expected to have a Material Adverse Effect or impairs
Employee's ability to perform his duties hereunder, (v) Employee's material
breach of this Agreement, or (vi) Employee's adjudication as a bankrupt;

(b) by the Company in the event that Employee has
been unable to perform substantially all of his employment duties under this
Agreement for a continuous period of 90 days, or can reasonably be expected
to be unable to do so for such period, as the result of Employee's incapacity
due to physical or mental impairment; or

6.3 Subject to the provisions of Section 7.2 hereof, this
Agreement and Employee's employment hereunder may be terminated by the
Company by notice to the Employee at any time and for any reason, or for no
reason, without "cause" (any such termination being referred to herein as a
"Termination Without Cause").

7. Effect of Termination of Employment or Termination Without Cause.

7.1 Termination of Employment. Upon a Termination of
Employment pursuant to Section 6.1 or 6.2 hereof, neither Employee nor
Employee's beneficiaries or estate shall have any further rights under this
Agreement or any claims against the Company arising out of this Agreement,
except the right to receive, within 30 days of the Termination of Employment,
(a) that portion of the Annual Base Salary earned but unpaid through the date
of the Termination of Employment, and (b) the right to receive certain
prorated amounts due under any incentive plan as described below. Employee
shall have the right to exercise any vested stock option shares for a period
of 90 days following the date of the Termination of Employment, in accordance
with the terms of the applicable stock option agreement. With respect to any
incentive plan described below, the Company shall have no obligation to pay
any amount to Employee unless and until the Board of Directors of the Company
shall have approved generally the funding of payout to all employees pursuant
to any such incentive plan.

7.1.1 With respect to the 1997 Management Incentive
plan, as amended (the "1997 MIP"), in the event of a Termination of
Employment pursuant to Section 6.1 or 6.2 hereof, the Company shall pay
Employee any Long Term Incentive (as defined in the 1997 MIP, as amended),
including any Company match component, earned but deferred under the 1997
MIP.

7.1.2 With respect to the Corporate Executive
Management Incentive Plan (the "CEMIP"), in the event of a Termination of
Employment pursuant to Section 6.1 or 6.2 (b) hereof, the Company shall pay
Employee the applicable incentive compensation for the year during which the
Termination of Employment occurs (assuming the achievement of applicable EPS
and other targets for the applicable year) prorated through the date of the
Termination of Employment. The applicable incentive compensation shall be
paid to Employee pursuant to the terms of the CEMIP at the same time that
officers of the Company receive their payments under the CEMIP.

7.1.3 With respect to the Performance Equity Plan, in
the event of a Termination of Employment pursuant to Section 6.1 or 6.2
hereof, Employee shall be entitled to receive any stock, cash or option award
that vested on or prior to the date of the Termination of Employment, in
accordance with the terms of the Performance Equity Plan. Employee shall not
be entitled to receive any award resulting from the attainment of any stock
price targets under the Performance Equity Plan after the Termination of
Employment.

7.1.4 With respect to any other incentive plan(s)
that may be approved by the Board of Directors during the Employment Period
"New Plans"), in the event of a Termination of Employment pursuant to Section
6.1 or 6.2 (b), the Company's obligation to pay Employee any portion of such
New Plans shall be consistent with the Company's obligations under the
preceding Sections 7.1.1, 7.1.2 and 7.1.3. However, with respect to a
Termination of Employment pursuant to Section 6.2 (a) or (c), the Company
shall have no obligation to pay any unvested incentive compensation to
Employee pursuant to any New Plans.

7.2 Further Rights in Connection with a Termination Without
Cause. Subject to Section 7.3 below, upon a Termination Without Cause (as
defined in Section 6.3 above), neither Employee nor Employee's beneficiaries
or estate shall have any further rights under this Agreement or any claims
against the Company arising out of this Agreement, except (a) subject to and
so long as Employee is in compliance with the terms of Sections 8, 9 and 10
hereof following the Termination Without Cause, the severance compensation
shall be equal to the unpaid portion of the Annual Base Salary at the time of
Termination Without Cause, which shall be paid in biweekly installments to
Employee through December 31, 2001 if the Termination Without Cause occurs
prior thereto, or, if the Termination Without Cause occurs during the
Extension Period, then through December 31, 2003, and (b) the right to
receive the amounts described in Section 7.1, as modified below:

7.2.1 In the event of a Termination Without Cause,
the Performance Equity Plan shall be construed to entitle Employee to receive
any award resulting from the attainment of any stock price targets under the
Performance Equity Plan through the 30th calendar day subsequent to the date
of the Termination Without Cause (a "Post Termination Award"). Employee shall
not be entitled to receive any award resulting from the attainment of any
stock price targets under the Performance Equity Plan more than 30 calendar
days after the Termination Without Cause; and

7.2.2 Employee shall have the right to exercise any
vested stock options at any time through the date of the Termination Without
Cause and for 90 days following the Termination Without Cause, in accordance
with and subject to the terms of the applicable stock option agreement. Any
Post Termination Award in the form of a vested stock option must also be
exercised, if at all, within 90 days following the Termination Without Cause.

7.3 Termination Without Cause Following a Change in Control.

7.3.1 Upon a Termination Without Cause following a
"Change in Control" as defined below, the Employment Period shall be
extended to include the two-year period following such Termination Without
Cause.

For the purpose of the above, a Qualified Offer shall mean a tender or
exchange offer for all outstanding common stock of the Company at a price and
on terms determined by at least a majority of the members of the Board of
Directors who are not officers of the Company to be adequate and otherwise in
the best interests of the Company and its stockholders (other than the person
or an affiliate or associate thereof on whose behalf the offer is made).

7.3.3 All payments under this Section 7.3 shall be
payable in biweekly installments as provided in Section 3 above; provided,
however, that Employee shall have the option to receive such payments due
under this Section 7.3 in a lump sum.

7.3.4 In the event of a Change in Control, Employee's
vesting in all grants of stock option shares, all incentive plans and all
other benefits as provided in the Benefits Agreement shall be accelerated and
shall be fully vested to the date of such Change in Control. If a Change in
Control results in the involuntary or voluntary termination of Employee, (a)
such vested options shall be exercisable by Employee at any time during the
Employment Period and for 90 days thereafter and (b) Company shall pay to
Employee all amounts due under any and all components of any incentive plan
applicable to Employee, including the EPS Incentive, Long Term Incentive and
Company Match components, CEMIP incentive awards and Performance Equity Plan
Awards, without any proration, through the end of the Employment Period. At
any time that Employee wants to exercise any of his vested stock options in
connection with a Termination Without Cause following a Change in Control,
upon Employee's request, the Company shall loan to him the amount necessary
to exercise such options, including an amount equal to Employee's withholding
taxes payable in connection with such exercise. Such loan shall be for a
period of three years with interest charged at the prime rate as determined
by the First National Bank of Chicago at the time of such loan.
Notwithstanding the foregoing, in the event of any difference or conflict
between the terms and provisions contained herein relating to Employee's
rights in the event of a Change in Control and any similar terms and
provisions contained in any other agreement to which Employee and Company are
parties, including without limitation, the Benefits Agreement
and the Stock Purchase Plan, those terms and provisions most favorable to
Employee shall control.

7.4 Employee's obligations under Sections 8, 9 and 10 of this
Agreement shall survive the expiration or termination hereof; provided,
however, that in the event of a Change in Control, Employee has no obligation
to comply with such sections following the date of such Change in Control.

8. Agreement Not to Solicit Employees. Employee agrees that, prior
to a Termination of Employment and during the Noncompetition Period referred
to in Section 10.1 below, Employee shall not solicit or otherwise attempt,
directly or indirectly, to entice the Company's other employees to leave the
Company or its affiliates or breach any agreement they have with the Company
or its affiliates.

9. Proprietary Information. Employee hereby agrees to be bound by
the terms of the Invention, Secrecy & Other Matters Agreement to be executed
by Employee substantially in the form attached hereto as Exhibit A,
specifically including the obligations contained in Section 3 thereof
regarding the nondisclosure of proprietary information.

10. Noncompetition.

10.1 Employee agrees that, prior to a Termination of
Employment and for the one-year period following Termination of Employment
(the "Noncompetition Period"), Employee shall not engage or participate in
any state of the United States, directly or indirectly, either as an owner,
partner, director, trustee, officer, employee, consultant, advisor or in any
other individual or representative capacity, in any activity which is the
same as, similar to or competitive in any manner whatsoever with the business
of the Company, its subsidiaries or affiliates (herein, a "Competing
Activity") and will not have any investment in a business which is engaged in
a Competing Activity other than an ownership interest of less than five
percent (5%) of any company whose securities are listed on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market.
Employee agrees that, in the event the Employment Period is extended by the
Company as permitted in Section 7.2, the Noncompetition Period shall
thereupon automatically be extended to coincide with the extended Employment
Period.

10.2 Employee acknowledges and agrees that the breadth of the
territorial restriction in Section 10.1 is reasonable and necessary to
protect the Company, its subsidiaries and affiliates because, among other
things, the Company, its subsidiaries and affiliates conduct or propose to
conduct business throughout the United States, such business could be located
in any jurisdiction in the United States and any lesser restriction would
unfairly infringe upon the conduct of such business.

10.3 Employee understands that the foregoing restrictions may
limit his ability to earn a livelihood in a business similar to the
respective business of the Company, its subsidiaries and affiliates, but he
nevertheless believes that he has received and will receive sufficient
consideration hereunder and otherwise as an employee of the Company to
justify such restrictions which, in any event, given his education, abilities
and skills, Employee does not believe would prevent him from earning a
living.

11. Assignment. This Agreement shall inure to the benefit of and
shall be binding upon the Company, its successors and assigns. The
obligations and duties of Employee hereunder are personal and not assignable,
whether voluntarily or involuntarily or by operation of law or otherwise.

12. Entire Agreement. This Agreement contains the entire agreement
of the Company and Employee relating to the subject matter hereof, and it
replaces and supersedes any and all prior agreements between the parties
relating to the same subject matter, including without limitation, any prior
employment agreement between Employee and the Company. In connection
therewith, by execution of this Agreement, Employee hereby terminates in its
entirety as of the Commencement Date any such prior agreement which shall
thereafter cease to have any force or effect.

13. Waiver; Amendment. No provision hereof may be waived except by
a written agreement signed by the waiving party. The waiver of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
other term or condition hereof. This Agreement may be amended only by a
subsequent writing signed by the party or parties to be bound thereby.

14. Remedies. All remedies hereunder are cumulative, are in
addition to any other remedies provided for by law and may, to the extent
permitted by law, be exercised concurrently or separately, and the exercise
of any one remedy shall not be deemed to be an election of such remedy or to
preclude the exercise of any other remedy. Employee acknowledges that in the
event of any breach of Employee's covenants contained in Section 8, 9 or 10,
the Company shall be entitled to immediate relief enjoining such violations
in any court or before any judicial body having jurisdiction over such claim.

15. Severability. In the event that any provision of this Agreement
would be held in any jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement
in such jurisdiction or any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to
such jurisdiction, be so narrowly drawn, without affecting the validity or
enforceability of such provision in any other jurisdiction.

16. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.

17. Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
a part of this Agreement.

18. Attorneys' Fees. In the event that any party hereto brings an
action or proceeding for a declaration of the rights of the parties under
this Agreement, for injunctive relief, for an alleged breach or default of,
or any other action arising out of this Agreement or the transactions
contemplated hereby, or in the event any party is in default of its
obligations pursuant hereto, the prevailing party in any such action or
proceeding shall be entitled to reasonable attorneys' fees, in addition to
any costs incurred and in addition to any other damages or relief awarded.

19. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
California applicable to agreements made and to be wholly performed within
such state.

20. Arbitration. In the event (a) Employee disagrees with a Company
decision involving Employee's compensation, position or other personal
employment condition or (b) there is a dispute arising out of the separation
of Employee from employment by the Company, then Employee and the Company
shall first try to resolve such disagreement or dispute pursuant to the
problem solving procedure in the Employee Handbook. If such disagreement or
dispute is not resolved by such procedure, then it shall be resolved by
binding arbitration, at the request of either party, in accordance with the
rules of the American Arbitration Association. The arbitrator shall have the
power to award only actual direct compensatory damages which excludes
punitive damages and the parties waive the right to recover punitive damages.

The arbitrator shall prepare in writing and provide to the parties an award
including factual findings and the reasons on which the decision is based.
The arbitrator shall not have the power to commit errors of law or legal
reasoning, and the award may be vacated or corrected by judicial review for
any such error.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement, as
amended and restated, to be executed as of the day and year first above
written.

SYNCOR INTERNATIONAL CORPORATION,
a Delaware corporation

By:/s/John S. Baumann
John S. Baumann
Senior Vice President and General Counsel

EMPLOYEE

/s/Robert G. Funari
ROBERT G. FUNARI

<PAGE>
Exhibit 10.2

EMPLOYMENT AGREEMENT OF MONTY FU

1. Employment. The Company agrees to employ Employee, and Employee
agrees to be employed by the Company, during the Employment Period (as
hereinafter defined) to perform his duties as Chairman of the Board of the
Company or such other or additional duties as determined from time to time by
the Board of Directors of the Company or its designee. If Employee is
elected or appointed to an office with any of the Company's other
subsidiaries or affiliates during the Employment Period, Employee shall serve
in such capacity or capacities without additional compensation. Employee
agrees to perform such duties faithfully and to the best of his ability, to
devote his full working time and efforts to the performance of such duties
and not to accept any other gainful employment without the prior written
consent of the Board of Directors.

2.1 If Employee and the Company do not execute a written
agreement extending the Employment Period beyond December
31, 2003:

(a) and if Employee performs the same duties following
such date as he had before such date, such
employment shall be at-will, subject to termination
by either party, with or without cause, upon 90
days written notice (the "90-Day Notice") to the
other party; otherwise

(b) Employee shall not be entitled to earn incentive
compensation and no stock options shall vest after
such date and Company's sole liability to Employee
following such date shall be (1) payment of
Employee's Annual Base Salary, in bi-weekly
installments, (2) to provide the same medical
benefits; (3) not to trigger a termination event
for the purposes of vested options, ESSOP and
deferral plan(s) if any; all through June 30, 2004
(the "Additional Compensation"); provided, however,
that in order for Employee to receive any portion
of the Additional Compensation, Employee must
perform his duties hereunder through December 31,
2003.

3. Annual Salary and Benefits.

3.1 Base Salary and Incentive Compensation. For all services
rendered by Employee during the Employment Period, the Employee shall be
entitled to be paid by the Company a base salary of $300,000, which may be
adjusted annually, subject to agreement of the parties (the "Annual Base
Salary"), and to receive such fringe benefits as may be made available by the
Company to Employee, including participation in the Corporate Executive
Management Incentive Plan, the Performance Equity Plan, and any other
incentive plan(s) that may be prepared and approved by the Board of Directors
which are applicable generally to the Company's executives of comparable rank
to Employee. Employee specifically waives participation in the Deferred
Compensation Plan and instead has entered into a Split Dollar Agreement with
the Company. Employee also shall be eligible to receive such additional
compensation, contingent or otherwise, as determined solely in the discretion
of the Board of Directors (or a committee of the Board of Directors to which
such discretion is delegated). The Annual Base Salary shall be payable in
biweekly installments, subject to all applicable withholding and deductions.

6. Termination.

(a) on December 31, 2001 if a notice is served
pursuant to Section 2 thereof;

(b) if on December 31, 2003 the parties fail to
extend the Employment Period beyond the Extension Period pursuant to Section
2 hereof; or,

6.2 This Agreement and Employee's employment hereunder may
be terminated by the Company or Employee, as the case may be, by written
notice to the other under the following circumstances:

(a) by the Company at any time for "cause"
consisting of, as determined in the sole discretion of the Board of
Directors, (i) Employee's willful misconduct which has or could reasonably be
expected to have a material adverse effect on the financial condition,
results of operations, business, assets, operations, performance or prospects
of the Company (a "Material Adverse Effect"), (ii) Employee's willful
violation of specific written directions from the Board of Directors of the
Company, which directions are lawful and are consistent with the provisions
of this Agreement, or Employee's material neglect of his duties hereunder,
(iii) the commission by Employee of an act constituting common law fraud or
embezzlement or a felony or criminal act (other than traffic violations),
(iv) Employee's abuse of alcohol or other drugs or controlled substances or
conviction of a crime involving moral turpitude, in each case which has or
could be reasonably expected to have a Material Adverse Effect or impairs
Employee's ability to perform his duties hereunder, (v) Employee's material
breach of this Agreement, or (vi) Employee's adjudication as a bankrupt;

7. Effect of Termination of Employment or Termination Without Cause.

7.1.4 With respect to any other incentive plan(s) that
may be approved by the Board of Directors during the Employment Period ("New
Plans"), in the event of a Termination of Employment pursuant to Section 6.1
or 6.2 (b), the Company's obligation to pay Employee any portion of such New
Plans shall be consistent with the Company's obligations under the preceding
Sections 7.1.1, 7.1.2 and 7.1.3. However, with respect to a Termination of
Employment pursuant to Section 6.2 (a) or (c), the Company shall have no
obligation to pay any unvested incentive compensation to Employee pursuant to
any New Plans.

7.2.1 In the event of a Termination Without Cause, the
Performance Equity Plan shall be construed to entitle Employee to receive any
award resulting from the attainment of any stock price targets under the
Performance Equity Plan through the 30th calendar day subsequent to the date
of the Termination Without Cause (a "Post Termination Award"). Employee shall
not be entitled to receive any award resulting from the attainment of any
stock price targets under the Performance Equity Plan more than 30 calendar
days after the Termination Without Cause; and

7.3 Termination Without Cause Following a Change in Control.

7.3.2 A "Change in Control" shall be defined to include
either (i) acquisition of 20% or more of the outstanding common stock of
the Company by a person, or group of related persons (as defined by
Securities and Exchange Commission Rule 13d-3), that is not affiliated with
the Company as of the date hereof, or (ii) the sale by the Company of more
than 50% of the Company's assets not in the ordinary course of business, or
(iii) the failure by the Board of Directors to determine a "Qualified Offer".
For the purpose of the above, a Qualified Offer shall mean a tender or
exchange offer for all outstanding common stock of the Company at a price and
on terms determined by at least a majority of the members of the Board of
Directors who are not officers of the Company to be adequate and otherwise in
the best interests of the Company and its stockholders (other than the person
or an affiliate or associate thereof on whose behalf the offer is made).

7.3.4 In the event of a Change in Control, Employee's
vesting in all grants of stock option shares, all incentive plans and all
other benefits as provided in the Benefits Agreement shall be accelerated and
shall be fully vested to the date of such Change in Control. If a Change in
Control results in the involuntary or voluntary termination of Employee, (a)
such vested options shall be exercisable by Employee at any time during the
Employment Period and for 90 days thereafter and (b) Company shall pay to
Employee all amounts due under any and all components of any incentive plan
applicable to Employee, including the EPS Incentive, Long Term Incentive and
Company Match components, CEMIP incentive awards and Performance Equity Plan
Awards, without any proration, through the end of the Employment Period. At
any time that Employee wants to exercise any of his vested stock options in
connection with a Termination Without Cause following a Change in Control,
upon Employee's request, the Company shall loan to him the amount necessary
to exercise such options, including an amount equal to Employee's withholding
taxes payable in connection with such exercise. Such loan shall be for a
period of three years with interest charged at the prime rate as determined
by the First National Bank of Chicago at the time of such loan.
Notwithstanding the foregoing, in the event of any difference or conflict
between the terms and provisions contained herein relating to Employee's
rights in the event of a Change in Control and any similar terms and
provisions contained in any other agreement to which Employee and Company are
parties, including without limitation, the Benefits Agreement and the Stock
Purchase Plan, those terms and provisions most favorable to Employee shall
control.

10. Noncompetition.

16. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.

17. Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement, as
amended and restated, to be executed as of the day and year first above
written.

SYNCOR INTERNATIONAL CORPORATION,
a Delaware corporation

By:/s/John S. Baumann
John S. Baumann
Senior Vice President and General Counsel

EMPLOYEE

/s/Monty Fu
MONTY FU

<PAGE>
[TYPE] EX-27
[DESCRIPTION] ART. 5 FDS FOR 3RD QUARTER 10-Q
[TEXT]
[ARTICLE] 5
[MULTIPLIER] 1,000
<TABLE>

Exhibit 27
Financial Data Schedule

<S> <C>
PERIOD-TYPE 3-MOS
FISCAL-YEAR-END DEC-31-2000
PERIOD-START JAN-01-2000
PERIOD-END MAR-31-2000
CASH 17,033
SECURITIES 11,794
RECEIVABLES 116,973
ALLOWANCES (12,504)
INVENTORY 10,927
CURRENT-ASSETS 159,240
PP&E 143,649
DEPRECIATION (71,570)
TOTAL-ASSETS 329,220
CURRENT-LIABILITIES 93,582
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 666
OTHER-SE 145,581
TOTAL-LIABILITY-AND-EQUITY 329,220
SALES 148,958
TOTAL-REVENUES 148,958
CGS 98,000
TOTAL-COSTS 98,000
OTHER-EXPENSES 37,290
LOSS-PROVISION 988
INTEREST-EXPENSE 1,931
INCOME-PRETAX 12,471
INCOME-TAX 4,991
INCOME-CONTINUING 7,480
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME 7,480
EPS-BASIC .63
EPS-DILUTED .59

</TABLE>