ITEM 1. BUSINESS.
Unless otherwise indicated, the term "SYNCOR" or the "COMPANY" as used in this report refers to Syncor International Corporation incorporated in 1985 under the laws of the state of Delaware or Syncor International Corporation and one or more of its consolidated subsidiaries.
GENERAL DEVELOPMENT OF BUSINESS
The general development of the Company's business for the seven-month transition period ended December 31, 1993 (the "TRANSITION PERIOD") is covered in the President's letter to the Company's shareholders in the Company's Annual Report to Shareholders for said period and is hereby incorporated by reference. A copy of the Company's Annual Report to Shareholders is attached hereto as Exhibit 13.
DESCRIPTION OF BUSINESS
Principal Products Produced and Services Rendered
The Company is a high-tech pharmacy services company which is primarily engaged in compounding, dispensing and distributing radiopharmaceutical products to hospitals and clinics through its nationwide network of 109 pharmacies. Three of the pharmacies also include Positron Emission Tomography ("PET") pharmacy services. The radiopharmaceuticals provided by the Company are principally used for diagnostic imaging of physiological functions and organ systems. In addition, the Company provides various services in connection with the sale of radiopharmaceuticals, including radiopharmaceutical record keeping required by federal and state government agencies, and radiopharmaceutical technical consulting. The Company estimates that in the United States its pharmacies service approximately 7,000 hospitals and clinics in 36 states throughout the country. During each of the last two fiscal years and the Transition Period, the pharmacies contributed more than 95 percent of the consolidated net sales of the Company.
Other activities of the Company include the marketing and distribution of imaging cold kits, isotopes, and medical reference sources in addition to nuclear and pharmacy equipment and accessories. The Company also is involved in a pilot program designed to deliver unit dose chemotherapeutic solutions directly to oncologist's offices and clinics ("SOS"). Early indications point to an acceptance of the concept by oncologists. However, management believes that it should test this concept for an additional period of time before attempting to expand this line of business.
The description of Syncor's various activities in the Company's Annual Report to Shareholders for the Transition Period are hereby incorporated by reference.
Sources and Availability of Raw Materials
The Company pharmacies dispense approximately 50 different radiopharmaceutical products which are obtained primarily from five suppliers. Management believes that, if any one of the suppliers of radiopharmaceuticals failed to supply products then the other suppliers would be able to supply most of those products. If two or more suppliers were unable to provide products at a particular time, it could have an adverse effect on the Company's business. During the quarter ending August 31, 1993 supply of Indium-111 oxine, a proprietary product of one supplier, has been sporadic. However, such problem appears to have been resolved. Otherwise, to date, the pharmacies have not experienced any difficulty in securing supplies of radiopharmaceutical products.
Patents, Trademarks, Licenses and Distribution Agreements
The Company owns a number of trademarks and has a variety of license agreements. In addition, the Company has entered into exclusive radio- pharmacy distribution agreements with two suppliers of certain proprietary radiopharmaceutical products. While certain of the foregoing items are considered to be of value to the Company, management believes at present its competitive position is dependent principally on the efficient operation of its pharmacies and high quality of its customer service.
On December 3, 1993 the Company entered into a new long-term distribution agreement with its principal supplier of radiopharmaceutical products, The Radiopharmaceutical Division of The DuPont Merck Pharmaceutical Company. The agreement became effective February 1, 1994, replacing an existing supply agreement between the companies which has been in place since 1988.
Dependence on Customers
The Company's operations are such that none of its business is dependent upon a single customer or a very few customers to the extent that the loss of such would have a material impact on operations.
Competitive Conditions
The Company's pharmacies compete primarily with the large manufacturers of radiopharmaceuticals, which directly supply radiopharmaceutical products to the hospitals. Two of such manufacturers have set-up their own centralized radiopharmacies to supply customers. The Company also competes with a number of other independent entities, each of which operate one or more radiopharmacies. In certain markets, there is competition with universities which own and operate centralized radiopharmacies. The principal competitive practices of the manufacturers and others involve price and service. The management believes that, the advantages to a hospital of using a centralized radiopharmacy rather than preparing its own radiopharmaceutical products include: (I) reduced risk of radiation exposure to hospital personnel; (II) cost savings due to Syncor's volume purchasing power; (III) better utilization of the time sensitive products purchased from the radiopharmaceutical manufacturers; and, (IV) reduction in the time needed to maintain extensive records required by the regulatory agencies. In addition, the Company's pharmacies provide quality controlled unit dose radiopharmaceuticals, comprehensive nuclear medicine product-line availability, professional consultation and delivery services, and specialized computer hardware and proprietary software products for nuclear medicine operations.
Government Regulation
Each of the Company's domestic pharmacies is licensed by and must comply with the regulations of the United States Nuclear Regulatory Commission ("NRC") or corresponding state agencies. In addition, each such pharmacy is licensed and regulated by the Board of Pharmacy in the state where it is located.
Periodic inspections of the Company's pharmacies are conducted by the NRC and various other federal and state agencies. Inspection results which lead to escalated enforcement action could lead to the imposition of fines or the suspension, revocation or denial of renewal of the licenses for the location inspected. The Company devotes substantial human and financial resources to ensure continued regulatory compliance and believes that it is currently in compliance with all material rules and regulations.
In addition to the Company being subject to the various federal and state regulations relating to occupational safety and health, and the use and disposal of biohazardous materials, the Company's products are subject to the federal and state regulations relating to drugs and medical devices.
Compliance with the applicable environmental control laws or regulations, such as those regulating the use and disposal of radioactive materials, is inherent to the normal operations of the pharmacies and has not had a material adverse effect on the capital expenditures, earnings or competitive position of the Company.
Foreign Operations
Syncor owns and operates nuclear pharmacies in Taipei, Taiwan and Hong Kong. In 1993, the Company entered into joint venture agreements with various parties in the Republic of China to open and operate pharmacies in Beijing and Shanghai. The Company anticipates expanding its operations in other Pacific Rim countries in the future.
Employees
As of December 31, 1993, Syncor employed approximately 2,088 people. However, the full time equivalent for the same period was approximately 1,363 people.
ITEM 2.
ITEM 2. PROPERTIES.
The Company and its consolidated subsidiaries lease (and in one location own) and operate a number of pharmacies in the United States whose locations are set forth in the following table(1):
STATE LOCATION _____ ________
ALABAMA Birmingham Mobile ARIZONA Gilbert (Mesa) Phoenix* Tucson ARKANSAS Little Rock CALIFORNIA Bakersfield Berkeley Colton Fresno Los Angeles* Modesto Orange Torrance Sacramento* San Diego San Jose So. San Francisco** Van Nuys (Los Angeles) COLORADO Colorado Springs Denver CONNECTICUT Glanstonbury (Hartford) Stamford FLORIDA Fort Myers Gainesville Hialeah (Miami Lakes) Jacksonville Jupiter (Palm Beach) Pensacola Pompano Beach (Ft.Lauderdale) St. Petersburg Tampa Winter Park (Orlando) GEORGIA Augusta Columbus Doraville (Atlanta) ILLINOIS Des Plaines Chicago Springfield INDIANA Ft. Wayne Indianapolis Munster (Dyer) IOWA Des Moines KENTUCKY Lexington Louisville LOUISIANA Metairie (New Orleans) MARYLAND Lanham (Washington DC) Timonium (Baltimore) MASSACHUSETTS Woburn (Boston) MICHIGAN Grand Rapids Southfield (Detroit) Swartz Creek (Flint) MINNESOTA Moorhead (Fargo ND) St. Paul MISSISSIPPI Flowood (Jackson) Gulfport MISSOURI Kansas City Overland (St. Louis) NEBRASKA Lincoln Omaha NEVADA Las Vegas Reno NEW JERSEY Fairfield (Newark) NEW MEXICO Albuquerque NEW YORK Cheektowaga (Buffalo) Troy (Albany) Franklin Square (Long Island) Rochester Syracuse NORTH CAROLINA Charlotte OHIO Akron Cincinnati Cleveland Columbus Girard (Youngstown) Holland (Toledo) Miamisburg (Dayton) Youngstown (Girard) OKLAHOMA Oklahoma City Tulsa OREGON Portland PENNSYLVANIA Allentown Bristol (N. Philadelphia) Sharon Hill (Philadelphia) Hummelstown (Harrisburg) Pittsburgh SOUTH CAROLINA Columbia TENNESSEE Chattanooga Knoxville Memphis Nashville TEXAS Amarillo Austin Beaumont Corpus Christi Dallas El Paso Fort Worth Houston Lubbock North Dallas San Antonio VIRGINIA Richmond Virginia Beach WASHINGTON Seattle Spokane WEST VIRGINIA Huntington WISCONSIN Appleton Wauwatosa (Milwaukee)
(1) The Company also owns an interest in pharmacies in Salt Lake City, Utah; Midland, Texas; and Huntsville, Alabama. * Cities where the Company has both a nuclear and PET pharmacy. ** Cities where the Company has both a nuclear and SOS pharmacy.
Pharmacy lease terms vary from less than one year up to approximately ten years, and average approximately five years. Leased areas average approximately 4,500 square feet each.
The Company leases its Corporate Office facilities in Chatsworth, California, pursuant to a lease that commenced on March 1, 1987. The lease is for the term of ten years with two successive five year renewal options. Presently, the Company leases approximately 76,464 square feet at such location.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There are various litigation proceedings in which the Company and its subsidiaries are involved. Many of the claims asserted against the Company in these proceedings are covered by insurance. The results of litigation proceedings cannot be predicted with certainty. However, in the opinion of the Company's General Counsel, such proceedings either are without merit or do not have a potential liability which would materially affect the financial condition of the Company and its subsidiaries on a consolidated basis.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the last month of the Transition Period.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The stock information which appears in the Company's Annual Report to Shareholders under the heading of "QUARTERLY STOCK PRICE DATA", included in this Form 10-K Annual Report as EXHIBIT 13, is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data which appears in the Company's Annual Report to Shareholders for the fiscal year ended December 31, 1993, under the heading of "SELECTED FINANCIAL DATA", included in this Form 10-K Transition Report as EXHIBIT 13, is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and results of operations which appears in the Company's Annual Report to Shareholders for the Transition Period, under the heading of "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" included in this Form 10-K Transition Report as EXHIBIT 13, is incorporated herein by reference.
ITEM 8.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
The consolidated financial statements and the notes thereto which appear in the Company's Annual Report to Shareholders for the Transition Period under the headings of "CONSOLIDATED STATEMENTS OF INCOME" and "CONSOLIDATED BALANCE SHEETS" included in this Form 10-K Transition Report as EXHIBIT 13, are incorporated herein by reference. Schedules containing certain supporting information are also included. See Index to Financial Statement Schedules on page 7.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Except as noted below in this Item, the information called for in/by Item 10 of Form 10-K is incorporated by reference from the Company's definitive Proxy Statement for its Annual Meeting of Shareholders, to be held on May 10, 1994, which will be filed with the Commission pursuant to Regulation 14A within 120 days from December 31, 1993.
The Form 3 of Director Dr. Gail R. Wilensky, Chief Operation Officer Robert G. Funari and Chief Financial Officer Michael A. Piraino were filed a few days late due to the error of the Company's Legal Department who filed the same on their behalf.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION. The information called for in/by Item 11 of Form 10-K is incorporated by reference from the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 10, 1994, which will be filed with the Commission pursuant to Regulation 14A within 120 days from December 31, 1993.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information called for in/by Item 12 of Form 10-K is incorporated by reference from the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 10, 1994, which will be filed with the Commission pursuant to Regulation 14A within 120 days from December 31, 1993.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information called for in/by Item 13 of Form 10-K is incorporated by reference from the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 10, 1994, which will be filed with the Commission pursuant to Regulation 14A within 120 days from December 31, 1993.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements listed below, together with the report thereon of KPMG Peat Marwick, dated March 10, 1994, appear in the Company's Annual Report to Shareholders for the Transition Period, included in this Form 10-K Tran- sition Report as EXHIBIT 13, is incorporated herein by reference.
Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES.
The following schedules supporting the financial statements of the Company are included herein:
Page ____ Schedule II Amounts Receivable from Employees Other than Related Parties...........10 Schedule VIII Valuation and Qualifying Accounts......11 Schedule IX Short-Term Borrowings..................12 Schedule X Supplementary Income Statement Information................13
All other schedules and Financial Statements of the Company are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto.
3. INDEX TO EXHIBITS
The list of exhibits filed as part of this report on Form 10-K or incorporated herein be reference appear as Index to Exhibits on page 14.
(b) REPORTS ON FORM 8-K FILED IN THE LAST PERIOD ENDING DECEMBER 31,
On December 15, 1993 a Form 8-K Report was filed reporting: (I) the proposal submitted to the shareholders at the Annual Meeting held on November 15, 1993, to amend the 1990 Master Stock Incentive Plan which would increase the authorized number of shares by 500,000 shares and make other changes to the Plan, which was approved by shareholders; (II) the execution on December 3, 1993 of a new long-term distribution agreement with its principal supplier of radiopharmaceutical products, The Radiopharmaceutical Division of The DuPont Merck Pharmaceutical Company; and (III) the change of its fiscal year to December 31 from May 31, beginning with the seven-months ended December 31, 1993.
(c) EXHIBITS
The exhibits required by Item 601 of Regulation S-K are filed herewith or are incorporated by reference and the list of the Index to Exhibits on page 14.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By /s/ Gene R. McGrevin ____________________ Gene R. McGrevin President, Chief Executive Officer Date: 3/30/94
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the regis- trant and in the capacities and on the dates indicated.
/s/ Monty Fu ____________________________________________________ Monty Fu, Chairman of the Board and Director Date: 3/30/94
/s/ Gene R. McGrevin ____________________________________________________ Gene R. McGrevin, President, Chief Executive Officer (Principal Executive Officer) and Director Date: 3/30/94
/s/ Michael A. Piraino ____________________________________________________ Michael A. Piraino, Senior Vice-President, (Principal Financial and Accounting Officer) Date: 3/30/94
/s/ George S. Oki ____________________________________________________ George S. Oki, Director Date: 3/30/94
/s/ Joseph Kleiman ____________________________________________________ Joseph Kleiman, Director Date: 3/30/94
/s/ Arnold E. Spangler ____________________________________________________ Arnold E. Spangler, Director Date: 3/30/94
/s/ Steven B. Gerber ____________________________________________________ Steven B. Gerber, Director Date: 3/30/94
/s/ Henry N. Wagner, Jr. ____________________________________________________ Henry N. Wagner, Jr., Director Date: 3/30/94
/s/ Gail R. Wilensky ____________________________________________________ Gail R. Wilensky, Director Date: 3/30/94
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES SCHEDULE II. AMOUNTS RECEIVABLE FROM EMPLOYEES OTHER THAN RELATED PARTIES
(In Thousands) =========================================================================== Balance Balance at Beginning Additions at End Name of Debtor of Period (Deletions) of Period ===========================================================================
Seven Months Ended December 31, 1993:
Robert G. Funari Chief Operating Officer $ -- $ 200 $200 =============================================
Year Ended May 31, 1993:
John Schulze - Executive Director of Marketing 250 (250) -- =============================================
Year Ended May 31, 1992:
John Schulze - Executive Director of Marketing 250 -- 250
Greg Hiatt - Director, Western Zone 250 (250) -0- ______________________________________________
$500 $(250) $250 ==============================================
Year Ended May 31, 1991:
John Schultze - Executive Director of Marketing $250 $ -- $250
Greg Hiatt Director, Western Zone 250 -- 250 ______________________________________________
$500 $ -- $500 ==============================================
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES SCHEDULE VIII. VALUATION AND QUALIFYING ACCOUNTS
(In Thousands) ============================================================================ Balance Charged Balance at to Costs at End Beginning and Deductions of Description of Period Expenses (a) Period ============================================================================
Seven Months Ended December 31, 1993: Allowance for doubtful accounts $1,502 $ 224 $ 526 $1,200
Year Ended May 31, 1993: Allowance for doubtful accounts $1,681 $1,123 $1,302 $1,502
Year Ended May 31, 1992: Allowance for doubtful accounts $2,071 $ 605 $ 995 $1,681
Year Ended May 31, 1991: Allowance for doubtful accounts $2,141 $ 611 $ 681 $2,071
(a) Uncollectible accounts written off, net of recoveries, and reduction of reserve.
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES SCHEDULE IX. SHORT-TERM BORROWINGS
(In Thousands) =============================================================================== During the Period ______________________________ Weighted Maximum Average Weighted Balance Average Amount Amount Average Category of Aggregate at End of Interest Out- Out- Interest Short-Term Borrowings Period Rate standing standing(a) Rate (b) =============================================================================== Note Payable to Bank:
Seven Months Ended December 31, 1993 $ -- -- $ -- $ -- --
Year Ended May 31, 1993 $ -- 6.04% $3,700 $1,019 6.07%
Year Ended May 31, 1992 $1,000 7.04% $3,500 $1,799 7.16%
Year Ended May 31, 1991 $ -- 9.14% $1,000 $ 667 9.12%
(a) Based upon actual daily amounts outstanding during the period.
(b) Average interest rate for the year is computed by dividing the actual short-term interest expense by the average short-term debt outstanding.
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES SCHEDULE X. SUPPLEMENTARY INCOME STATEMENT INFORMATION
(In Thousands) ========================================================================= Year Ended May 31, Seven Months Ended _______________________ December 31, 1993 1993 1992 1991 ========================================================= Maintenance and repairs $813 $1,552 $1,686 $1,544 =========================================================
Amortization of intangible assets, taxes other than payroll and income taxes, advertising and royalties are less than 1% of total net sales for all periods shown.
INDEX TO EXHIBITS
Exhibit No.
3. Certificate of Incorporation and By-Laws
3.1 Restated Certificate of Incorporation of the Company filed as Exhibit 3.1 to the 8/28/87 Form 10-K and incorporated herein by reference.
3.2 Restated By-Laws of the Company filed as Exhibit 3.2 to the 8/28/87 Form 10-K and incorporated herein by reference.
4. Instruments Defining The Rights of Security Holders
4.1 Stock Certificate for Common Stock of the Company filed as Exhibit 4.1 to the 8/26/86 Form 10-K and incorporated herein by reference.
4.2 Rights Agreement dated as of 11/8/89 between the Company and American Stock Transfer & Trust Company filed as Exhibit 2.1 to the Registration Statement on Form 8-A dated 11/3/89 and incorporated herein by reference.
10. Material Contracts
10.1 Employment Agreement dated 2/1/89, between the Company and Gene R. McGrevin filed as Exhibit 10.2 to 1/27/89 Form 8-K and incorporated herein by reference.
10.2 First Amendment dated 7/11/89 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.5 to 8/30/90 Form 10-K and incorporated herein by reference.
10.3 Second Amendment dated 10/16/89 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.6 to 8/30/90 Form 10-K and incorporated herein by reference.
10.4 Third amendment dated 1/1/91 to Employment Agreement dated 2/1/89 between the Company and Gene R. McGrevin filed as Exhibit 10.7 to 8/29/91 Form 10-K and incorporated herein by reference.
10.5 Syncor International Corporation 1981 Master Stock Option Plan as amended filed as part of Company's Proxy Statement dated 11/5/85, for its Annual Meeting of Shareholders held 11/26/85 and incorporated herein by reference.
10.6 Stock Option Agreement of Gene R. McGrevin dated 1/2/92 filed as Exhibit 10.16 to 8/27/92 Form 10-K and incorporated herein by reference.
10.7 Form of Indemnity Agreement substantially as entered into between Company and each Director and Officer filed as Exhibit 3.2 Appendix A to the 8/28/87 Form 10-K and incorporated herein by reference.
10.8 Form of Benefits Agreement substantially as entered into between Company and each Director filed as Exhibit 10.31 to 8/30/90 Form 10- K and incorporated herein by reference.
10.9 Form of Benefits Agreement substantially as entered into between Company and certain employees see Exhibit 10.8.
10.10 Syncor International Corporation 1990 Master Stock Incentive Plan As Amended and Restated filed as part of Company's Proxy Statement dated 10/4/93 for its Annual Meeting of Shareholders held 11/15/93 and incorporated herein by reference.
10.11 Syncor International Corporation Deferred Compensation Plan effective July 1, 1991 as Amended and Restated effective April 19, 1993.**
10.12 Employment Agreement dated July 21, 1993 between the Company and Robert G. Funari.**
10.13 Syncor International Corporation McGrevin Deferred Compensation Plan effective June 10, 1993.**
10.14 Split Ownership/Split Dollar Life Insurance Assignment Agreement effective June 10, 1993 between the Company and Gene R. McGrevin.**
10.15 Form of Stock Option Agreement substantially as entered into between Company and certain employee Directors and employees.**
10.16 Form of Stock Option Agreement substantially as entered into between Company and certain non-employee Directors.**
11. Statement Re: Computation of Per Share Earnings
Computation can be clearly determined from the material contained in Company's Annual Report to Shareholders for fiscal year ended December 31, 1993.
13. Annual Report to Security Holders (P)
Syncor International Corporation Annual Report to Shareholders for the fiscal year ended December 31, 1993, except for specific information in such Annual Report expressly incorporated herein by reference, is furnished for the information of the Commission and is not to be deemed "filed" as part hereof. (P)
21. Subsidiaries of the Registrant
State of Name of Company Incorporation ___________________ _____________
Syncor Michigan Corp. Michigan Syncor Corp. New York New York Syncor Management Corporation California Syncor Hong Kong Limited Hong Kong Syncor Taiwan, Inc. Taiwan Syncor Midland, Inc. Texas
23. Consents of Experts and Counsel
Consent of KPMG Peat Marwick.**
** Included herewith (P) Filed on paper
EXHIBIT 23
INDEPENDENT AUDITORS' REPORT ON SCHEDULES AND CONSENT
The Board of Directors and Stockholders Syncor International Corporation:
The audits referred to in our report dated March 10, 1994, included the related financial statement schedules as of December 31, 1993, May 31, 1993 and 1992, and for the seven-month period ended December 31, 1993 and for each of the years in the three-year period ended May 31, 1993, included in the registra- tion statement of Syncor International Corporation. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We consent to incorporation by reference in registration statement (No. 33-44395) on Form S-3 and registration statement (No.'s 33-7325, 33-39251, 33-43692, 33-57762 and 33-52607) on Form S-8 of Syncor International Corpora- ion of our report dated March 10, 1994, relating to the consolidated balance sheets of Syncor International Corporation and subsidiaries as of December 31, 1993, May 31, 1993 and 1992, and the related consolidated statements of income, stockholders' equity and cash flows and related schedules for the seven-month period ended December 31, 1993 and for each of the years in the three-year period ended May 31, 1993, which report appears in the December 31, 1993 transition report on Form 10-K of Syncor International Corporation. Our report refers to a change in the method of accounting for income taxes.
Los Angeles, California KPMG Peat Marwick March 29, 1994