SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 19, 2002
SYNCOR INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-8640 85-0229124
------------------------------- ------------------------ -----------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
6464 Canoga Avenue, Woodland Hills, California 91367
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (818)737-4000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
The text of a press release dated November 19, 2002, issued by Syncor
International Corporation (the "Company"), is attached as Exhibit 99.1 hereto
and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by the Company, dated November 19, 2002.
SIGNATURES
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 hereunto duly authorized.
SYNCOR INTERNATIONAL CORPORATION
By: /s/ Robert G. Funari
------------------------------
Name: Robert G. Funari
Title: President and Chief Executive
Officer
Dated: November 19, 2002
Exhibit 99.1
Syncor logo
The word for trust.
Worldwide.
NASDAQ: SCOR
FOR IMMEDIATE RELEASE
Contact:
Allan Mayer
Sitrick And Company
(310) 788-2850
William Powell
Syncor International Corp.
(818) 737-4702
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD-QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
COMPANY REPORTS ON STATUS OF SPECIAL COMMITTEE INVESTIGATION
WOODLAND HILLS, California, November 19, 2002 - Syncor International
Corporation (Nasdaq: SCOR) today announced that it has filed with the SEC its
Form 10-Q for the quarter ended September 30, 2002. The filing shows a 28
percent increase in net sales from continuing operations and a 53 percent
increase in operating income of its core U.S. pharmacy services business from
the same period last year.
According to the 10-Q, Syncor's net sales from continuing operations
in the quarter increased 28.3 percent to $192.2 million, compared to $149.8
million for the same period of the prior year.
The Company generated sufficient cash flow during the quarter to
repay Company debt in the amount of $12 million.
U.S. Pharmacy Services Business
For the third quarter ended September 30, 2002, sales increased by
28.0 percent to $181.9 million, compared to $142.1 million for the same period
of the prior year. Syncor continues to realize strong Cardiolite(R) sales,
which increased 22.3 percent as compared to the same period of the prior year
due to improved pricing as well as volume increases.
Syncor International Corporation
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
November 19, 2002
Page 2
Operating income for the third quarter of 2002 increased by 53.3
percent to $23.9 million, compared to $15.6 million for the same period of the
prior year.
Special Charges
As previously reported as a subsequent event in our Form 10-K/A-1 for
the year ended December 31, 2001 and our Forms 10-Q/A-1 for the quarters ended
March 31, 2002 and June 30, 2002, each filed with the SEC on October 11, 2002,
the Company recorded a special charge to earnings net after-tax of $31.3
million or ($1.14) per fully diluted share in the third quarter ended
September 30, 2002. The Company took the asset impairment charge based on its
review of the offers it received from potential buyers for Comprehensive
Medical Imaging, Inc. (CMI), the Company's discontinued medical imaging
segment, and the Company's assessment of the probable loss to the Company upon
the sale of CMI. The Company announced on June 14, 2002 that it is
discontinuing the CMI operations and is entertaining bids for the sale of CMI.
Update on Special Committee Investigation and Discussions with the DOJ and SEC
As reported in the Form 10-Q, a special committee of the Board of
Directors of Syncor, working together with outside counsel and an independent
forensic accounting firm, believes it has substantially completed its
gathering of facts in connection with the previously-announced investigation
of all of Syncor's foreign operations (other than Israel where Syncor has only
a licensing arrangement and no operations). The special committee also is
investigating certain limited aspects of Syncor's domestic U.S. operations.
The investigation has included on-site reviews by representatives of the
special committee in every foreign country in which Syncor has operations. The
special committee is also investigating the knowledge and/or involvement of
certain employees of Syncor and its subsidiaries, including Monty Fu and Moses
Fu, in the matters subject to the investigation. Analysis of the information
gathered is continuing.
The following is a summary of the findings of the special committee
to date based on the information it has gathered at this time. The
investigation is continuing and there can be no assurance that additional
issues will not be found or that the findings below will be confirmed.
o The special committee has found that questionable payments have been
made over a substantial period of time to customers in Taiwan,
including state-owned and private healthcare facilities and certain
of their employees. Based on information gathered to date, some or
all of the payments appear to have violated U.S. law, including
various provisions of the Foreign Corrupt Practices Act of 1977 (the
"FCPA"). In addition, some or all of the payments appear to have
violated local Taiwan law. Over the past five years, these payments
to state-owned facilities and certain of their employees appear to
have totaled an estimated $500,000.
o The special committee has also found questionable payments and other
transactions at Syncor operations in at least six other countries in
Asia, Latin America and Europe that also may have violated U.S. law,
including the payment, record-keeping and controls provisions of the
FCPA. In addition, some or all of these payments appear to have
violated local laws in the relevant jurisdiction.
Syncor International Corporation
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
November 19, 2002
Page 3
o During the course of its investigation of Syncor's foreign
operations, the special committee identified a number of additional
instances where activities of Syncor or of its subsidiaries or
representatives may have constituted violations of local laws and
regulations relating to, among other things, tax, competition and
regulatory matters.
While the special committee and its advisors are continuing the
investigation, based on the information available at this time, Syncor does
not expect that any of these payments, transactions or other matters will be
material to the financial results of Syncor or will result in an adjustment or
restatement of Syncor's historical financial statements. The special committee
intends to complete the investigation as promptly as practicable. A final
determination as to the full impact of the investigation on Syncor and
Syncor's financial statements is subject to the completion of the
investigation.
Syncor has been cooperating fully with the Securities and Exchange
Commission (the "SEC") and the U.S. Department of Justice (the "DOJ")
regarding the matters that have been the subject of its internal
investigation. At this time, Syncor is in advanced discussions with the SEC
staff concerning resolution of the potential claims that the SEC may have
against Syncor regarding the matters that are the subject of the
investigation. Any resolution with the staff would be subject to SEC approval.
Syncor is also in advanced discussions with the DOJ concerning a resolution of
these matters. Syncor is seeking to resolve these matters with the SEC and the
DOJ as promptly as practicable although there can be no assurance that such
discussions will result in a satisfactory resolution of these matters. At this
time Syncor cannot predict the extent to which the SEC, the DOJ or any other
governmental authorities will pursue administrative, civil injunctive or
criminal proceedings, the imposition of fines or penalties or other remedies
or sanctions. However, based on the current status of the discussions with the
SEC and the DOJ, Syncor has accrued $2.5 million for estimated potential fines
and other penalties that may be imposed by the SEC and the DOJ in connection
with this matter. There can be no assurance that this reserve will be
sufficient to address any such fines or other penalties actually imposed by
the SEC, the DOJ or any other governmental authorities. At this time, Syncor
also cannot predict what impact such discussions with or actions by the SEC,
the DOJ or any other governmental authorities may have on Syncor.
Additional information is included in the Form 10-Q and you are urged
to read the relevant disclosure in its entirety.
Acquisition of Syncor by Cardinal Health
On June 14, 2002, the Company announced that it had entered into a
definitive agreement with Cardinal Health providing for the acquisition of
Syncor. As previously announced, Syncor has postponed its special meeting of
stockholders, which is now scheduled for December 6, 2002, to consider
approval of the merger agreement. The exact time and place of the postponed
special meeting will be included in an amended notice of meeting and
supplemental proxy materials that will be mailed to stockholders as soon as
they are available.
Syncor International Corporation
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
November 19, 2002
Page 4
The acquisition of Syncor by Cardinal Health is subject to the
satisfaction or waiver of a number of conditions, including Syncor stockholder
approval. Based on the information Syncor has reviewed as of the date hereof
with respect to the matters currently under investigation by the special
committee, and subject to the terms of any resolution of these matters with
the DOJ and SEC, Syncor believes that the information it has learned in the
investigation would not result in Syncor's failure to satisfy the conditions
to the acquisition. However, no definitive determination as to the impact on
the acquisition can be made pending completion of the investigation and
resolution of Syncor's discussions with the DOJ and SEC. Moreover, Cardinal
Health has previously stated that it has not yet concluded whether the
conditions to the transaction will be satisfied and that "there can be no
assurance that the transaction involving the acquisition of Syncor by Cardinal
Health will be completed."
About Syncor
Syncor International Corporation is a leading provider of high
technology health care services concentrating on nuclear pharmacy services,
medical imaging, niche manufacturing and radiotherapy. In the nuclear pharmacy
services business, Syncor compounds and dispenses radiopharmaceuticals for
diagnostic and therapeutic use by nuclear medicine departments in hospitals
and outpatient clinics. Syncor distributes these time-critical pharmaceuticals
to more than 7,000 U.S.-based customers through an integrated network of 130
domestic and 19 international nuclear pharmacies. Medical imaging services are
provided through an integrated network of 73 domestic and 19 internationally
owned or operated facilities. Syncor announced on June 14, 2002 that it
intends to exit the U.S. medical imaging business. Syncor also owns or
operates ten domestic and two international production facilities for positron
emission tomography (PET) radiopharmaceuticals, and is a party to a series of
agreements to make PET technology more accessible to healthcare providers and
patients nationwide. For more information visit www.syncor.com.
Syncor International Corporation
SYNCOR FILES FORM 10-Q AND REPORTS
STRONG THIRD QUARTER FINANCIAL RESULTS
FOR ITS U.S. PHARMACY SERVICES BUSINESS
November 19, 2002
Page 5
--------------------------
Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. The most significant
of these uncertainties are described in Syncor's Form 10-K, Form 8-K and Form
10-Q reports (including all amendments to those reports) and exhibits to those
reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the loss of
one or more key customer or supplier relationships, changes in the
distribution patterns or reimbursement rates for health-care products and/or
services, the costs and other effects of governmental regulation and legal and
administrative proceedings, and general economic and market conditions. Syncor
undertakes no obligation to update or revise any forward-looking statements.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Syncor
International Corporation ("Syncor") in connection with the proposed merger,
and their interests in the solicitation, is set forth in the definitive proxy
statement/prospectus dated October 16, 2002 mailed to Syncor shareholders on
October 17, 2002 and filed with the SEC. Cardinal Health, Inc. ("Cardinal
Health") has filed a registration statement on Form S-4 in connection with the
transaction. Investors and security holders of Syncor are urged to read the
definitive proxy statement/prospectus because it contains important
information about Cardinal Health, Syncor and the transaction. Investors and
security holders may obtain a free copy of the proxy statement/prospectus at
the SEC's web site at www.sec.gov. A free copy of the proxy statement/prospectus
may also be obtained from Cardinal Health or Syncor. Cardinal Health and
Syncor and their respective executive officers and directors may be deemed to
be participants in the solicitation of proxies from the stockholders of Syncor
in favor of the transaction. In addition to the registration statement on Form
S-4 filed by Cardinal Health in connection with the transaction, and the proxy
statement/prospectus mailed to the stockholders of Syncor in connection with
the transaction, each of Cardinal and Syncor file annual, quarterly and
special reports, proxy and information statements, and other information with
the SEC. Investors may read and copy any of these reports, statements and
other information at the SEC's public reference room located at 450 5th
Street, N.W., Washington, D.C., 20549. Investors should call the SEC at
1-800-SEC-0330 for further information. The reports, statements and other
information filed by Cardinal Health and Syncor with the SEC are also
available for free at the SEC's web site at www.sec.gov. A free copy of these
reports, statements and other information may also be obtained from Cardinal
Health or Syncor. Investors should read the proxy statement/prospectus
carefully before making any voting or investment decision.
# # #
SYNCOR INTERNATIONAL CORPORATION
Goodwill Impact
($ in 000's)
Nine Months Ended Three Months Ended
September 30, 2001 September 30, 2001
First Quarter, 2001 $1,530 $0
Second Quarter, 2001 $1,548 $0
Third Quarter, 2001 $1,372 $1,372
-------------- -------------
Total Goodwill Expense $4,450 $1,372
Tax Effect 0.60 0.60
-------------- -------------
Net Income Effect $2,670 $823
============== =============
Estimated Impact on EPS
Without Goodwill Amortization:
Basic Shares Outstanding $0.11 $0.03
Diluted Shares Outstanding $0.10 $0.03
Weighted Average Number of
Common Shares Outstanding:
Basic 24,494 24,603
Diluted 27,047 27,024
SYNCOR INTERNATIONAL CORPORATION
Selected Balance Sheet Data
($ in 000's)
Sept 30, 2002 June 30, 2002 Dec. 31, 2001
------------- ------------- -------------
Continuing Operations:
Cash, Cash Equiv. and Marketable Securities $38,662 $17,262 $28,855
Accounts Receivables, net $106,715 $113,057 $97,003
Inventory $28,875 $28,224 $28,879
Total Current Assets $197,566 $180,141 $172,946
Total Assets $346,093 $327,640 $304,687
Accounts Payable $65,204 $67,549 $62,021
Other Current Liabilities (includes short-term debt) $50,611 $69,769 $38,006
-------------- ---------------- ---------------
Total Current Liabilities $115,815 $137,318 $100,027
Debt (short term and long term):
Credit Line $9,625 $7,520 $26,122
Other Debt (includes short-term debt) $11,238 $25,870 $15,341
-------------- ---------------- ---------------
Total Outstanding Debt $20,863 $33,390 $41,463
Total Stockholders' Equity $223,361 $230,336 $234,828
Current Ratio 1.71 1.31 1.73
DSO 50.52 54.34 53.87
Discontinued Operations:
Accounts Receivables, net $45,247 $50,016 $58,700
Inventory $1,315 $1,431 $1,751
Total Current Assets $71,054 $68,673 $74,450
Total Assets $235,794 $283,541 $283,154
Accounts Payable $2,519 $3,352 $3,832
Other Current Liabilities (includes short-term debt) $52,045 $30,762 $26,256
-------------- ---------------- ---------------
Total Current Liabilities $54,564 $34,114 $30,088
Debt (short term and long term):
Credit Line $130,638 $141,080 $143,328
Other Debt (includes short-term debt) $46,167 $33,020 $41,906
-------------- ---------------- ---------------
Total Outstanding Debt $176,805 $174,100 $185,234
Total Stockholders' (Deficit) Equity ($52,621) $(20,278) $(862)
Current Ratio 1.30 2.01 2.47
DSO 99.29 116.81 111.36
SYNCOR INTERNATIONAL CORPORATION
Selected Cash Flow Data For Continuing Operations
($ In 000's)
Nine Months Ended,
Sept 30, 2002 Sept 30, 2001
--------------------------------------------
Net Cash Provided By (Used In) Operations $54,260 $42,613
Less:Capital Additions $20,741 $32,226
------------------ ------------------
Free Cash Flow $33,519 $10,387
================== ==================
Acquisition of Businesses, Net of Cash Acquired $6,446 $25,415
------------------ ------------------
Total $27,073 ($15,028)
================== ==================
SYNCOR INTERNATIONAL CORPORATION
Segment Operating Results - From Continuing Operations
($ in 000's)
For The Three Months Ended September 30,
---------------------------------------- -----------------------------------------
SPS Overseas
---------------------------------------- -----------------------------------------
Q3 2002 Q3 2001 % Change Q3 2002 Q3 2001 % Change
Net Sales $181,877 $142,101 28.0% $10,335 $7,717 33.9%
Cost of Sales 126,582 100,710 25.7% 6,876 4,299 59.9%
--------------------------- ---------------------------
Gross Profit 55,295 41,391 33.6% 3,459 3,418 1.2%
% of Net Sales 30.4% 29.1% 33.5% 44.3%
Operating, Selling and Administrative Expenses 28,863 23,834 21.1% 3,889 2,513 54.8%
Depreciation & Amortization 2,538 1,970 28.8% 882 1,096 -19.5%
--------------------------- ---------------------------
Total Expenses 31,401 25,804 21.7% 4,771 3,609 32.2%
--------------------------- ---------------------------
% of Net Sales 17.3% 18.2% 46.2% 46.8%
Operating Income (Loss) $23,894 $15,587 53.3% ($1,312) ($191) 100%
=========================== ===========================
% of Net Sales 13.1% 11.0% -12.7% -2.5%
Note -- the totals from this schedule will not
agree to Syncor's Consolidated Statements of
Income due to Unallocated Corporate expenses
Reclassifications - certain items have been
reclassified in Q3 2001 business unit results to conform
to the current year's presentation; there is not an
impact on overall consolidated operating results.
SYNCOR INTERNATIONAL CORPORATION
Segment Operating Results - From Continuing Operations
($ in 000's)
For The Nine Months Ended September 30,
-------------------------------------- --------------------------------------
SPS Overseas
-------------------------------------- --------------------------------------
YTD Q3 2002 YTD Q3 2001 % Change YTD Q3 2002 YTD Q3 2001 % Change
Net Sales $524,004 $412,941 26.9% $31,108 $21,347 45.7%
Cost of Sales 360,918 290,804 24.1% 19,842 12,399 60.0%
--------------------------- --------------------------
Gross Profit 163,086 122,137 33.5% 11,266 8,948 25.9%
% of Net Sales 31.1% 29.6% 36.2% 41.9%
Operating, Selling and Administrative Expenses 83,016 60,470 37.3% 9,718 6,627 46.6%
Depreciation & Amortization 7,227 5,160 40.1% 2,442 2,574 -5.1%
--------------------------- --------------------------
Total Expenses 90,243 65,630 37.5% 12,160 9,201 32.2%
--------------------------- --------------------------
% of Net Sales 17.2% 15.9% 39.1% 43.1%
Operating Income (Loss) $72,843 $56,507 28.9% ($894) ($253) 100%
=========================== ==========================
% of Net Sales 13.9% 13.7% -2.9% -1.2%
Note -- the totals from this schedule will not
agree to Syncor's Consolidated Statements of
Income due to Unallocated Corporate expenses
Reclassifications - certain items have been
reclassified in Q3 2001 business unit results to conform
to the current year's presentation; there is not an
impact on overall consolidated operating results.
SYNCOR INTERNATIONAL CORPORATION
Three Months Ended September 30, 2002
Pro Forma Financial Statements
($ in 000's)
Q3 2002 Q3 2001
Actual Actual % Change
-------------------- -------------------- --------------
Net Sales $192,212 $149,818 28.3%
-------------------- --------------------
Less: Cost of Goods Sold 133,458 105,009 27.1%
-------------------- --------------------
Gross Profit 58,754 44,809 31.1%
-------------------- --------------------
% of Sales 30.6% 29.9%
Operating, Selling and Admin. Expenses 39,834 29,506 35.0%
Depreciation Expense 5,007 4,391 14.0%
Special Charges:
Transaction Costs 2,270 - -
-------------------- --------------------
Total Operating Expenses 47,111 33,897 39.0%
% of Sales 24.5% 22.6%
Operating Income 11,643 10,912 6.7%
% of Sales 6.1% 7.3%
Other Income (Expense), net (2,114) 595 -
-------------------- --------------------
Income From Continuing Operations 9,529 11,507 -17.2%
Income Taxes 5,870 4,432 32.4%
-------------------- --------------------
Income From Continuing Operations
After Tax 3,659 7,075 -48.3%
Discontinued Operations, net of taxes (32,150) 759 -
-------------------- --------------------
Net Income (Loss), net of taxes ($28,491) $7,834 -
==================== ====================
% of Sales -14.8% 5.2%
Basic Earnings (Loss) per Common Share:
Continuing Operations $0.14 $0.29
Discontinued Operations ($1.25) $0.03
-------------------- --------------------
Net Basic Earnings (Loss) per Common Share ($1.11) $0.32
==================== ====================
Diluted Earnings (Loss) per Common Share:
Continuing Operations $0.13 $0.26
Discontinued Operations ($1.17) $0.03
-------------------- --------------------
Net Diluted Earnings (Loss) per Common Share ($1.04) $0.29
==================== ====================
Weighted Average Number of Common
Shares Outstanding:
Basic 25,695 24,603
Diluted 27,405 27,024
SYNCOR INTERNATIONAL CORPORATION
Nine Months Ended September 30, 2002
Pro Forma Financial Statements
($ in 000's)
YTD Q3 2002 YTD Q3 2001
Actual Actual % Change
-------------------- ------------------- --------------
Net Sales $555,112 $434,288 27.8%
-------------------- -------------------
Less: Cost of Goods Sold 380,760 303,203 25.6%
-------------------- -------------------
Gross Profit 174,352 131,085 33.0%
-------------------- -------------------
% of Sales 31.4% 30.2%
Operating, Selling and Admin. Expenses 109,202 74,859 45.9%
Depreciation Expense 14,609 11,713 24.7%
Special Charges:
Severance Expense 4,125 - -
Transaction Costs 3,136 - -
-------------------- -------------------
Total Operating Expenses 131,072 86,572 51.4%
% of Sales 23.6% 19.9%
Operating Income 43,280 44,513 -2.8%
% of Sales 7.8% 10.2%
Other Income (Expense), net (3,029) (912) -
-------------------- -------------------
Income From Continuing Operations 40,251 43,601 -7.7%
Income Taxes 17,697 16,858 5.0%
-------------------- -------------------
Income From Continuing Operations
After Tax 22,554 26,743 -15.7%
Discontinued Operations, net of taxes (55,131) 2,280 -
-------------------- -------------------
Net Income (Loss), net of taxes ($32,577) $29,023 -
==================== ===================
% of Sales -5.9% 6.7%
Basic Earnings (Loss) per Common Share:
Continuing Operations $0.90 $1.09
Discontinued Operations ($2.20) $0.09
-------------------- -------------------
Net Basic Earnings (Loss) per Common Share ($1.30) $1.18
==================== ===================
Diluted Earnings (Loss) per Common Share:
Continuing Operations $0.83 $0.99
Discontinued Operations ($2.04) $0.08
-------------------- -------------------
Net Diluted Earnings (Loss) per Common Share ($1.21) $1.07
==================== ===================
Weighted Average Number of Common
Shares Outstanding:
Basic 25,081 24,494
Diluted 26,993 27,047
SYNCOR INTERNATIONAL CORPORATION
Three Months Ended September 30, 2002
($ in 000's)
------------------------------------------
As Reported
------------------------------------------
Before Corporate
Corporate Charges Total
Charges
Net Sales $192,212 $0 $192,212
------------ ----------- ----------
Cost of Sales 133,458 - 133,458
------------ ----------- ----------
Gross Profit 58,754 - 58,754
Operating, Selling and Admin. 39,834 - 39,834
Depreciation Expense 5,007 - 5,007
Transaction Costs - 2,270 2,270
------------ ----------- ----------
Total Operating Expenses 44,841 2,270 47,111
------------ ----------- ----------
------------ ----------- ----------
Operating Income (Loss) 13,913 (2,270) 11,643
------------ ----------- ----------
Other Income (Expense), Net 386 (2,500) (2,114)
------------ ----------- ----------
Operating Income (Loss) 14,299 (4,770) 9,529
Income Taxes (Benefit) 5,597 273 5,870
------------ ----------- ----------
Income (Loss) After Tax $8,702 ($5,043) $3,659
============ =========== ==========
Fully Diluted Outstanding
Shares 27,405 27,405 27,405
Diluted Earnings (Loss)
------------------------------------------
Per Common Share $0.31 ($0.18) $0.13
------------------------------------------
[TABLE CONTINUED]
---------------------------------------------------------------------------------------------------
Discontinued Operations
---------------------------------------------------------------------------------------------------
Restructuring and Other Charges Results For Three Months Ended September 30, 2002 Combined
Seeds Overseas Imaging Total Seeds Overseas Imaging Total
Net Sales $0 $0 $0 $0 $0 $1,574 $39,894 $41,468 $41,468
------------------------------------- ------------------------------------------- ----------
Cost of Sales - - - - - 977 13,705 14,682 14,682
------------------------------------- ------------------------------------------- ----------
Gross Profit - - - - - 597 26,189 26,786 26,786
Operating, Selling and Admin. - - - - - 579 18,045 18,624 18,624
Depreciation Expense - - - - - 107 5,598 5,705 5,705
Transaction Costs - - - - - - - - -
------------------------------------- ------------------------------------------- ----------
Total Operating Expenses - - - - - 686 23,643 24,329 24,329
------------------------------------- ------------------------------------------- ----------
------------------------------------- ------------------------------------------- ----------
Operating Income (Loss) - - - - - (89) 2,546 2,457 2,457
------------------------------------- ------------------------------------------- ----------
Other Income (Expense), Net - - (47,519) (47,519) - (175) (3,027) (3,202) (50,721)
------------------------------------- ------------------------------------------- ----------
Operating Income (Loss) - - (47,519) (47,519) - (264) (481) (745) (48,264)
Income Taxes (Benefit) - - (16,204) (16,204) - 17 73 90 (16,114)
------------------------------------- ------------------------------------------- ----------
Income (Loss) After Tax $0 $0 ($31,315)($31,315) $0 ($281) ($554) ($835) ($32,150)
===================================== =========================================== ==========
Fully Diluted Outstanding Shares 27,405 27,405 27,405 27,405 - 27,405 27,405 27,405 27,405
Diluted Earnings (Loss)
------------------------------------- ------------------------------------------- ----------
Per Common Share $0.00 $0.00 ($1.14) ($1.14) $0.00 ($0.01) ($0.02) ($0.03) ($1.17)
------------------------------------- ------------------------------------------- ----------
Note: We have included this schedule to provide more detail of the non-recurring expenses for the period presented and to
provide the detail of the restructuring charges and discontinued operations. Included in the As Reported columns is a
reconciliation of the reported results of operations and the non-recurring charges for the period. For the discontinued
operations we have shown a reconciliation of the components of the discontinued operations breaking out the non-recurring
charges from the discontinued operations results for the period.
SYNCOR INTERNATIONAL CORPORATION
Nine Months Ended Sept 30, 2002
Pro Forma Financial Statements
($ in 000's)
-----------------------------------------------
As Reported
-----------------------------------------------
Before
Corporate Corporate Total
Charges Charges
Net Sales $555,112 $0 $555,112
------------ ----------- ----------
Cost of Sales 380,760 - 380,760
------------ ----------- ----------
Gross Profit 174,352 - 174,352
Operating, Selling and Admin. 109,202 - 109,202
Depreciation Expense 14,609 - 14,609
Severance Costs 3,604 3,604
Transaction Costs 3,136 3,136
Asset Impairment or write downs - 521 521
------------ ----------- ----------
Total Operating Expenses 123,811 7,261 131,072
------------ ----------- ----------
------------ ----------- ----------
Operating Income (Loss) 50,541 (7,261) 43,280
------------ ----------- ----------
Other Income (Expense), Net (529) (2,500) (3,029)
------------ ----------- ----------
Operating Income (Loss) 50,012 (9,761) 40,251
Income Taxes (Benefit) 19,346 (1,649) 17,697
------------ ----------- ----------
Income (Loss) After Tax $30,666 ($8,112) $22,554
============ =========== ==========
Fully Diluted Outstanding Shares 26,993 26,993 26,993
Diluted Earnings (Loss)
----------------------------------------------
Per Common Share $1.13 ($0.30) $0.83
----------------------------------------------
[TABLE CONTINUED]
---------------------------------------------------------------------------------------------
Discontinued Operations
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Restructuring and Other Charges Results For Nine Months Ended Sept. 30, 2002 Combined
Seeds Overseas Imaging Total Seeds Overseas Imaging Total
Net Sales $0 $0 ($2,376) ($2,376) $120 $4,817 $120,970 $125,907 $123,531
------------------------------------- ---------------------------------------- ---------
Cost of Sales - - - - 180 3,053 40,339 43,572 43,572
------------------------------------- ---------------------------------------- ---------
Gross Profit - - (2,376) (2,376) (60) 1,764 80,631 82,335 79,959
Operating, Selling and Admin. - - 987 987 95 1,946 53,083 55,124 56,111
Depreciation Expense - - - - 21 546 16,005 16,572 16,572
Severance Costs 125 1,685 6,002 7,812 7,812
Transaction Costs - - -
Asset Impairment or write downs 702 13,484 8,784 22,970 - - - - 22,970
------------------------------------- ---------------------------------------- ---------
Total Operating Expenses 827 15,169 15,773 31,769 116 2,492 69,088 71,696 103,465
------------------------------------- ---------------------------------------- ---------
------------------------------------- ---------------------------------------- ---------
Operating Income (Loss) (827) (15,169) (18,149) (34,145) (176) (728) 11,543 10,639 (23,506)
------------------------------------- ---------------------------------------- ---------
Other Income (Expense), Net - - (47,519) (47,519) - 83 (8,448) (8,365) (55,884)
------------------------------------- ---------------------------------------- ---------
Operating Income (Loss) (827) (15,169) (65,668) (81,664) (176) (645) 3,095 2,274 (79,390)
Income Taxes (Benefit) (318) (2,003) (23,191) (25,512) (68) (130) 1,451 1,253 (24,259)
------------------------------------- ---------------------------------------- ---------
Income (Loss) After Tax ($509)($13,166)($42,477) ($56,152) ($108) ($515) $1,644 $1,021 ($55,131)
===================================== ======================================== =========
Fully Diluted Outstanding Shares 26,993 26,993 26,993 26,993 26,993 26,993 26,993 26,993 26,993
Diluted Earnings (Loss)
------------------------------------- ---------------------------------------- ---------
Per Common Share ($0.02) ($0.49) ($1.57) ($2.08) ($0.00) ($0.02) $0.06 $0.04 ($2.04)
------------------------------------- ---------------------------------------- ---------
Note: We have included this schedule to provide more detail of the non-recurring expenses for the period presented and to
provide the detail of the restructuring charges and discontinued operations. Included in the As Reported columns is a
reconciliation of the reported results of operations and the non-recurring charges for the period. For the discontinued
operations we have shown a reconciliation of the components of the discontinued operations breaking out the non-recurring
charges from the discontinued operations results for the period.