<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
MARK ONE
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission File Number 0-17822
SYNETIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2975182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
River Drive Center 2
669 River Drive
Elmwood Park, New Jersey 07407
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (201) 703-3400
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, 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.
Class Outstanding at February 10, 1998
--------------------- --------------------------------
Common Stock 17,683,714 shares
par value $.01 per share
<PAGE>
SYNETIC, INC. AND SUBSIDIARIES
Index
-----
Page
----
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets --
December 31, 1997 and June 30, 1997 3
Consolidated Statements of Income --
Six Months Ended December 31, 1997 and 1996 5
Consolidated Statements of Cash Flows --
Six Months Ended December 31, 1997 and 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and
Analysis of Results of Operations and
Financial Condition 9
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
----------------------------------------
This report contains certain forward-looking statements and information
relating to Synetic, Inc. (the "Company" or "Synetic") that are based on the
beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. When used in this
report, the words "anticipate", "believe", "estimate", "expect" and similar
expressions, as they relate to the Company or the Company's management, are
intended to identify forward-looking statements. Such statements reflect the
current view of the Company's management with respect to future events and the
Company's future performance and are subject to certain risks, uncertainties and
assumptions. Should management's current view of the future or underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or expected. The Company
does not intend to update these forward-looking statements.
<PAGE>
SYNETIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
------------- ---------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............. $ 76,641 $ 77,303
Marketable securities................. 9,900 11,765
Accounts receivable, net of
allowances for doubtful accounts
and sales returns of $782 and $739
at December 31, 1997 and June 30,
1997, respectively.................. 9,249 9,094
Inventories........................... 5,906 5,505
Other current assets.................. 11,267 9,233
-------- --------
Total current assets................ 112,963 112,900
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Land and improvements................. 1,606 1,613
Building and improvements............. 10,301 9,911
Machinery and equipment............... 26,134 23,444
Furniture and fixtures................ 3,546 3,283
Construction in progress.............. 3,194 2,516
-------- --------
44,781 40,767
Less: Accumulated depreciation....... (20,026) (18,681)
-------- --------
Property, plant and equipment, net.. 24,755 22,086
-------- --------
OTHER ASSETS:
Marketable securities................. 226,799 226,760
Other................................. 19,662 20,357
-------- --------
Total other assets 246,461 247,117
-------- --------
$384,179 $382,103
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
-3-
<PAGE>
SYNETIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
------------- ---------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable............................... $ 1,545 $ 2,344
Accrued liabilities............................ 17,561 14,203
Income taxes payable........................... 4,756 3,044
-------- --------
Total current liabilities.................... 23,862 19,591
-------- --------
LONG-TERM DEBT, LESS CURRENT PORTION............ 159,500 165,000
DEFERRED TAXES AND OTHER LIABILITIES............ 5,692 8,776
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
10,000,000 shares authorized; none
issued....................................... - -
Common stock $.01 par value; 50,000,000
shares authorized; 22,935,919 and
22,865,149 shared issued; 17,661,456 and
17,564,980 shares issued and outstanding
at December 31, 1997 and June 30, 1997,
respectively................................. 229 229
Paid-in capital................................ 197,857 196,212
Treasury stock, at cost; 5,274,463 and
5,300,169 shares at December 31, 1997 and
June 30, 1997, respectively.................. (38,503) (39,462)
Retained earnings.............................. 35,542 31,757
-------- --------
Total stockholders' equity................... 195,125 188,736
-------- --------
$384,179 $382,103
</TABLE> ======== ========
The accompanying notes are an integral part of these consolidated balance
sheets.
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<PAGE>
SYNETIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Quarters and Six Months Ended December 31, 1997 and 1996
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Quarters Ended Six Months Ended
December 31, December 31,
1997 1996 1997 1996
------------- ------------- --------- ---------
<S> <C> <C> <C> <C>
Net sales.............................. $ 15,440 $ 11,899 $ 30,273 $ 23,084
Cost of sales........................ 8,055 6,348 16,371 12,474
Selling, general and administrative.. 7,070 3,839 13,752 7,590
Interest and other income............ (5,598) (2,343) (10,604) (4,562)
Interest expense..................... 2,187 - 4,378 -
Other expense........................ - 28,600 - 28,600
-------- -------- -------- --------
11,714 (36,444) 23,897 (44,102)
-------- -------- -------- --------
Income (loss) before provision
for income taxes..................... 3,726 (24,545) 6,376 (21,018)
Provision for income taxes............. 1,433 1,389 2,591 2,527
-------- -------- -------- --------
Net income (loss)...................... $ 2,293 $(25,934) $ 3,785 $(23,545)
======== ======== ======== ========
Net income per share-basic:
Net income (loss) per share.......... $.13 $(1.54) $.21 $ (1.40)
======== ======== ======== ========
Weighted average shares outstanding.. 17,662 16,886 17,638 16,841
======== ======== ======== ========
Net income per share-diluted:
Net income (loss) per share.......... $ .12 $(1.54) $.20 $ (1.40)
======== ======== ======== ========
Weighted average shares outstanding.. 19,337 16,886 19,391 16,841
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
-5-
<PAGE>
SYNETIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended December 31, 1997 and 1996
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
1997 1996
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)................................ $ 3,785 $ (23,545)
Adjustments to reconcile net income to
net cash provided by operating activities:
Write-off of purchased research and
development costs.......................... - 28,600
Depreciation, amortization and other........ 1,328 1,163
Changes in operating assets and liabilities:
Accounts receivable, net.................... (155) 410
Inventories................................. (401) (618)
Other assets................................ (2,078) 1,277
Accounts payable............................ (799) 235
Accrued liabilities......................... 3,160 96
Income taxes payable........................ 3,120 3,351
Other liabilities........................... (3,084) -
-------- ---------
Net cash provided by
operating activities..................... 4,876 10,969
-------- ---------
Cash flows from investing activities:
Sales of marketable securities................... 19,365 218,457
Purchase of marketable securities................ (17,539) (229,202)
Capital expenditures............................. (4,014) (2,668)
Acquisition of businesses, net of cash acquired.. - 596
-------- ---------
Net cash (used for)
investing activities..................... (2,188) (12,817)
-------- ---------
Cash flows from financing activities:
Payments for treasury stock...................... (216) (1,712)
Payments for extinguishment of debt.............. (4,842) -
Proceeds from exercises of stock options and
401(k) purchases............................... 1,708 1,888
-------- ---------
Net cash provided by (used for)
financing activities..................... (3,350) 176
-------- ---------
Net (decrease) in cash and cash equivalents....... (662) (1,672)
Cash and cash equivalents, beginning of period.... 77,303 22,210
-------- ---------
Cash and cash equivalents, end of period.......... $ 76,641 $ 20,538
======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
-6-
<PAGE>
SYNETIC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Financial statement presentation:
In the opinion of management, the accompanying consolidated financial
statements contain all normal and recurring adjustments necessary to present
fairly the financial position of Synetic, Inc. and subsidiaries (the "Company")
as of December 31, 1997 (unaudited) and June 30, 1997 (audited), the results of
their operations for the six months ended December 31, 1997 and 1996 (unaudited)
and the results of their operations and their cash flows for the six months
ended December 31, 1997 and 1996 (unaudited).
Principles of Consolidation--
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned operating subsidiaries, Porex Corporation and
subsidiaries ("Porex"), Avicenna Systems Corp. ("Avicenna") and CareAgents,
Inc.("CareAgents"), after elimination of all material intercompany accounts and
transactions.
The accounting policies followed by the Company are set forth in the Notes
to Consolidated Financial Statements included in the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1997 (the "1997 10-K"), which
notes are incorporated herein by reference.
The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full fiscal year.
Certain reclassifications have been made to prior year amounts to conform
to the current year presentation.
(2) Inventories:
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31, June 30,
1997 1997
----------------------- --------
(unaudited)
<S> <C> <C>
Raw materials and supplies.. $3,154 $2,672
Work-in-process............. 672 347
Finished goods.............. 2,080 2,486
------ ------
$5,906 $5,505
====== ======
</TABLE>
(3) Marketable securities:
At December 31, 1997 and June 30, 1997, marketable securities consisted
primarily of U.S. Treasury Notes and Federal Agency Notes.
(4) Computation of net income (loss) per share:
Effective with the quarter ended December 31, 1997, the Company adopted
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
No. 128"). The new standard simplifies the computation of net income per share
and increases comparability to international standards. Under SFAS No. 128,
basic net income per share is computed by dividing net income by the
-7-
<PAGE>
weighted average number of common shares outstanding for the period. Diluted net
income per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common
stock. Dilutive securities consist of common stock which may be issuable upon
exercise of outstanding stock options as calculated using the treasury stock
method. The Company's 5% Convertible Subordinated Debentures due 2007 (the
"Convertible Debentures"), were not included in the computation of diluted net
income per share because their conversion price was greater than the average
market price of the Company's common stock during the periods presented and, if
included, would have had an anti-dilutive effect on net income per share for the
periods presented. All prior periods have been restated in compliance with SFAS
128.
(5) Supplemental cash flow information (in thousands):
For the six months ended December 31, 1997 and 1996, the Company recognized
tax benefits related to the exercise of stock options as increases to additional
paid-in capital and decreases to income taxes payable of $1,364,000 and
$4,542,000, respectively.
<TABLE>
<CAPTION>
December 31,
Cash paid during the periods for: 1997 1996
------ ------
<S> <C> <C>
Interest...................... $4,108 $ -
Income taxes.................. 516 1,239
</TABLE>
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The historical operations of the Company are primarily related to its
plastics technology business. All revenues and a significant majority of
operating expenses were derived from these operations. As discussed below, the
consolidated financial statements for the three and six month periods ended
December 31, 1997 include certain costs associated with the Company's activities
in developing its healthcare communications business.
Consolidated Results of Operations:
- ----------------------------------
Net sales for the quarter and six months ended December 31, 1997 increased
29.8% and 31.1% to $15,440,000 and $30,273,000, respectively, from $11,899,000
and $23,084,000 in the comparable prior year periods. The sales of Interflo
Technologies Inc. ("Interflo"), a company acquired in February 1997, accounted
for $1,330,000 and $2,941,000 of the increases in sales for the quarter and six
months ended December 31, 1997, respectively. The balance of the increases in
sales for the periods was due principally to significant increased sales of
writing instrument components, increased sales to medical original equipment
manufacturers of porous components used in diagnostic products, and increased
sales of porous plastic components to the industrial market, including
components used in electronic devices.
Cost of sales for the quarter and six months ended December 31, 1997
increased by $1,707,000, or 26.9%, and $3,897,000, or 31.2%, respectively, over
the comparable prior year periods due to the increased sales volume noted above
and, to a lesser extent, additional depreciation for equipment associated with
process improvements. As a percent of net sales, cost of sales for the quarter
ended December 31, 1997 decreased to 52.2% from 53.3% in the comparable prior
year period principally due to increased leverage of certain fixed costs and
improvements in material usage. As a percent of net sales, cost of sales for
the six months ended December 31, 1997 did not vary materially from the
comparable prior year period.
Selling, general and administrative expenses for the quarter and six months
ended December 31, 1997 increased by $3,231,000 or 84.2% and $6,162,000 or
81.2%, respectively, over the comparable prior year periods due primarily to the
inclusion of $2,390,000 and $4,689,000, respectively, in expenses associated
with the Company's healthcare communications business which related primarily to
research and development activities for which there was no comparable amount in
the prior year periods. Excluding these costs, as a percent of net sales,
selling, general and administrative expenses for the quarter and six months
ended December 31, 1997 decreased to 30.3% and 29.9%, respectively, from 32.3%
and 32.9% in the comparable prior year periods due principally to an increase in
sales which was not proportionately offset by expenses, since a portion of these
expenses is fixed and does not vary directly with sales.
Interest and other income, net of interest expense for the quarter and six
months ended December 31, 1997 increased by $1,068,000 or 45.6% and $1,664,000
or 36.5%, respectively, over the comparable prior year periods principally as a
result of the Company recording a $600,000 gain from the repurchase of
Convertible Debentures and an increase in funds available for investment
generated by the proceeds of the Company's Convertible Debentures issued in
February 1997, partially offset by the interest expense associated with the
Convertible Debentures.
-9-
<PAGE>
During the quarter ended December 31, 1996, the Company recorded a charge
to income of $28,600,000 for purchased research and development costs relating
to the acquisition of Avicenna.
Excluding the purchased research and development charge in the prior year
periods for which no tax benefit was recognized, the effective tax rate for the
for the quarter and six months ended December 31, 1997 increased to 38.5% and
40.6%, respectively, from 34.3% and 33.3% in the comparable prior year periods
as the Company currently records no state tax benefit for the expenses
associated with its healthcare communications business and, to a lesser extent,
due to the change in composition of the Company's marketable securities
resulting in a decrease in investment income subject to the dividend received
deduction.
Capital Resources and Liquidity:
- -------------------------------
Cash, cash equivalents and marketable securities decreased by $2,488,000 to
$313,340,000 during the six months ended December 31, 1997 principally due to
the Company's repurchase of $5,500,000 face amount of Convertible Debentures and
the interest payment related to the Convertible Debentures, partially offset by
cash provided by operations.
As a result of the continuing efforts in developing its healthcare
communications business, the Company expects to incur significant research and
development expenditures in connection with this new area of business until the
products and services are successfully developed and marketed. During the six
months ended December 31, 1997, the Company incurred expenditures of
approximately $5,318,000 related to the development of its healthcare
communications business. The Company believes that its cash flow from
operations and the income earned on its investments are sufficient to meet the
anticipated working capital requirements of its business, including the research
and development expenditures noted above.
The Company continues to pursue an acquisition program pursuant to which it
seeks to effect one or more acquisitions or other similar business combinations
with businesses it believes have significant growth potential. Financing for
such acquisitions may come from several sources, including, without limitation,
(a) the Company's cash, cash equivalents and marketable securities and (b)
proceeds from the incurrence of additional indebtedness or the issuance of
common stock, preferred stock, convertible debt or other securities. There can
be no assurance that the Company's acquisition program will be successful. See
"Item 1. Business--Acquisition Program" in the 1997 10-K.
-10-
<PAGE>
SYNETIC INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit No. Description
----------- -----------
11 Computation of Earnings Per Share
27 Financial Data Schedule
(b) On November 18, 1997, the Company filed a report on Form 8-K
disclosing the filing of a registration statement with the Commission
relating to the initial public offering by Porex Corporation, a
wholly-owned subsidiary of the Company of 2,500,000 shares of common
stock.
-11-
<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.
SYNETIC, INC.
/s/ Anthony Vuolo
-----------------
Vice President and
Chief Financial Officer
Dated: February 17, 1998
-12-
<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
11 Computation of Earnings Per
Share
27 Financial Data Schedule
<PAGE>
Exhibit 11
----------
SYNETIC, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
QUARTERS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------ ------------------
1997 1996 1997 1996
------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
Basic earnings(loss)
from operations.................... (A) $ 2,293 $(25,934) $ 3,785 $(23,545)
Assumed conversion of convertible
debentures(1)...................... - - - -
------- ------- -------- --------
Diluted earnings from operations..... (B) $ 2,293 $(25,934) $ 3,785 $(23,545)
======= ======== ======= ========
Weighted average shares
outstanding - basic................ (C) 17,662 16,886 17,638 16,841
Common stock equivalents for
dilutive earnings per
share using the treasury
stock method....................... 1,675 - 1,753 -
------- ------- -------- -------
Additional equivalent shares upon
assumed conversion of convertible
debentures(1)...................... - - - -
------- ------- -------- -------
Weighted average shares and common
equivalent shares outstanding
for diluted earnings per share..... (D) 19,337 16,886 19,391 16,841
EARNINGS PER SHARE
Basic................................ (A)/(C) $ .13 $ (1.54) $ .21 $ (1.40)
Diluted.............................. (B)/(D) $ .12 $ (1.54) $ .20 $ (1.40)
- ---------------------------
</TABLE>
(1) The Convertible Debenture conversion is not included in the computation of
earnings per share as it is anti-dilutive for all periods presented.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SYNETIC,
INC'S 12/31/97 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 76,641
<SECURITIES> 9,900
<RECEIVABLES> 10,031
<ALLOWANCES> 782
<INVENTORY> 5,906
<CURRENT-ASSETS> 112,963
<PP&E> 44,781
<DEPRECIATION> 20,026
<TOTAL-ASSETS> 384,179
<CURRENT-LIABILITIES> 23,862
<BONDS> 159,500
0
0
<COMMON> 229
<OTHER-SE> 194,896
<TOTAL-LIABILITY-AND-EQUITY> 384,179
<SALES> 30,273
<TOTAL-REVENUES> 30,273
<CGS> 16,371
<TOTAL-COSTS> 16,371
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,378
<INCOME-PRETAX> 6,376
<INCOME-TAX> 2,591
<INCOME-CONTINUING> 3,785
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,785
<EPS-PRIMARY> .21
<EPS-DILUTED> .20
</TABLE>
