-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DnL81TspbD8CNtKSqC3//dhf3BYXwaC95Ng0m3NH4i+jFsnLJFB4bmjI3Op5BEAl Z9oaR06xoYAerpxwzbT4WA== 0000950008-96-000319.txt : 19961016 0000950008-96-000319.hdr.sgml : 19961016 ACCESSION NUMBER: 0000950008-96-000319 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961015 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVRA INC CENTRAL INDEX KEY: 0000850882 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 943096645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10261 FILM NUMBER: 96643480 BUSINESS ADDRESS: STREET 1: 1850 GATEWAY DRIVE STREET 2: SUITE 500 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 415-577-5700 MAIL ADDRESS: STREET 1: 1850 GATEWAY DRIVE STREET 2: SUITE 500 CITY: SAN MATEO STATE: CA ZIP: 94404 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 --- FOR THE QUARTER ENDED AUGUST 31, 1996 OR _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-10261 VIVRA INCORPORATED DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 94-3096645 1850 GATEWAY DRIVE, FIFTH FLOOR SAN MATEO, CALIFORNIA 94404 415-577-5700 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 __ The number of shares outstanding of each of the issuer's classes of common stock as of October 1, 1996 was: 40,013,527 This document contains 13 pages and the Exhibit Index is on Page 12. Page 1 of 13 VIVRA INCORPORATED TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of August 31, 1996 and November 30, 1995 3 Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended August 31, 1996 and 1995 4 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 1996 and 1995 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 Exhibit Index 12 Exhibit 11 Computation of Earnings Per Share 13 Page 2 of 13 Vivra Incorporated Condensed Consolidated Balance Sheets (in thousands)
August 31, Nov. 30 1996 1995 --------------------------- (Note A) ASSETS CURRENT ASSETS Cash and cash equivalents $ 104,004 $ 54,063 Short-term investments - held-to-maturity and available-for-sale 67,128 43,616 Accounts receivable, less allowance for doubtful accounts (8/31/96 - $15,732 and 11/30/95 - $13,429) 87,701 66,049 Inventories 12,248 9,113 Prepaid expenses and other current assets 4,701 2,070 Deferred income taxes 13,124 14,570 --------------------------- Total Current Assets 288,906 189,481 Marketable non-current investments - held-to-maturity 82,229 22,510 Property, buildings and equipment - at cost, less allowances for depreciation (8/31/96 - $48,649 and 11/30/95 - $42,199) 86,556 77,018 Other Assets 14,372 8,479 Goodwill and other intangibles, less accumulated amortization (8/31/96 - $9,518 and 11/30/95 - $6,727) 157,316 113,935 --------------------------- $629,379 $411,423 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 11,712 $ 11,194 Accrued payroll and related benefits 27,635 22,995 Other accrued expenses 24,744 11,526 Income taxes 9,077 4,668 Current portion of deferred income taxes 1,196 4,181 Current maturities of long-term debt 868 1,862 --------------------------- Total Current Liabilities 75,232 56,426 Long-term debt - exclusive of current maturities (Note D) 160,887 2,185 Deferred income taxes 6,210 6,643 Minority interest 1,407 (238) STOCKHOLDERS' EQUITY: Common stock, par value $.01 per share; authorized 80.0 million shares; issued 39.9 million shares in 1996 and 38.9 million in 1995 399 389 Additional paid-in capital 151,213 142,754 Retained earnings 232,313 198,194 Net unrealized gain on marketable securities, less applicable income taxes 1,718 5,070 --------------------------- Total Stockholders' Equity 385,643 346,407 --------------------------- $629,379 $411,423 =========================== See accompanying notes to condensed consolidated financial statements
Page 3 of 13 Vivra Incorporated Condensed Consolidated Statements of Earnings (in thousands, except per share amounts)
Three Months Ended Nine Months Ended August 31, August 31, 1996 1995 1996 1995 ------------------------------ ----------------------------- REVENUES Operating revenues $130,987 $95,238 $364,388 $282,143 Other income 4,105 2,129 8,143 6,365 ------------- ------------- ------------- ------------- Total Revenues 135,092 97,367 372,531 288,508 COSTS AND EXPENSES Operating 93,799 65,463 259,309 191,524 General and administrative 15,279 11,389 42,033 39,971 Depreciation 3,582 2,860 10,255 8,175 Interest 1,254 56 1,383 410 ------------- ------------- ------------- ------------- Total Costs and Expenses 113,914 79,768 312,980 240,080 Earnings from continuing operations, before minority interest and income taxes 21,178 17,599 59,551 48,428 Minority interest (53) (208) (67) (394) ------------- ------------- ------------- ------------- Earnings from continuing operations, before income taxes 21,125 17,391 59,484 48,034 Income taxes 8,052 6,778 22,658 18,716 ------------- ------------- ------------- ------------- NET EARNINGS $13,073 $10,613 $36,826 $29,318 ============= ============= ============= ============= NET EARNINGS PER SHARE $.33 $.28 $.93 $.80 ============= ============= ============= ============= AVERAGE NUMBER OF COMMON SHARES 39,907 38,407 39,552 36,840 See accompanying notes to condensed consolidated financial statements
Page 4 of 13 Vivra Incorporated Condensed Consolidated Statements of Cash Flows (in thousands)
Nine Months Ended August 31, 1996 1995 ------------------------------- OPERATING ACTIVITIES Net earnings $36,826 $29,318 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 14,002 9,675 (Gain) on sale of property and investments (1,893) (4,161) Other (9,697) (4,017) Changes in assets and liabilities: Accounts receivable (18,854) (8,794) Inventories (2,545) (1,827) Prepaid expenses and other current assets (2,211) (1,386) Deferred income taxes 1,392 (2,906) Accounts payable (1,744) 1,043 Accrued payroll and related benefits 4,798 (631) Other accrued expenses 9,762 (3,273) Income taxes 5,215 (760) ------------------------------- Net cash flow from operations 35,051 12,281 FINANCING ACTIVITIES Payments on long-term debt (3,146) (6,098) Net proceeds from Convertible Subordinated Debenture private placement 154,545 Net proceeds from Common Stock offering - 59,593 Proceeds from exercise of stock options and related transactions 5,717 16,937 ------------------------------- Net cash flow from financing 157,116 70,432 INVESTING ACTIVITIES Purchase of property, buildings and equipment (20,015) (21,869) Purchase of held-to-maturity investments (138,278) (42,798) Redemption of held-to-maturity investments 42,590 - Proceeds from sale of available-for-sale investments 11,435 - Proceeds from sale of property, buildings and equipment 593 28,647 Proceeds from investments in partnerships 3,923 - Payment for business acquisitions, net of cash acquired (42,474) (42,845) ------------------------------- Net cash flow used in investing (142,226) (78,865) ------------------------------- Net increase in cash and cash equivalents 49,941 3,848 Beginning cash and cash equivalents 54,063 80,681 ------------------------------- Ending cash and cash equivalents $104,004 $84,529 ===============================
See accompanying notes to condensed consolidated financial statements Page 5 of 13 VIVRA INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A. BASIS OF PRESENTATION The condensed consolidated financial statements are unaudited pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made and are of a normal recurring nature. The Company completed business combinations with Portsmouth Medical Specialists, Inc. and Churchland Renal Center, Inc. effective as of June 1, 1996 and Cooper, Moody, Altschuler, Chizner, Dennis and Niederman, P.A. d/b/a The Greater Ft. Lauderdale Heart Group effective as of July 1, 1996 in stock for stock exchanges or mergers with the Company. Due to the materiality of the pooling transactions completed in 1996, the Company's historical results have been restated as if the combinations had been completed as of the beginning of 1995. The condensed consolidated financial statements should be read in conjunction with the Company's consolidated supplemental financial statements and the notes thereto included in the registrant's Form 8-K as filed on September 24, 1996 (File No. 1-10261). The balance sheet at November 30, 1995 has been derived from the audited financial statements at that date. B. ACQUISITIONS During the three months ended August 31, 1996, the Company acquired three dialysis centers. Total consideration paid was $15.0 million, consisting of cash of $2.5 million and 415,702 shares of the Company's common stock, which exceeded the fair market value of net assets acquired by $2.2 million. Also during the three months ended August 31, 1996, the Company acquired three specialty physician practices. Total consideration paid was $15.6 million, consisting of cash of $1.0 million and 485,138 shares of the Company's common stock, which exceeded the fair market value of net assets acquired by $1.0 million. Separate and combined results from the transactions noted in Note A are as follows and reflect income tax adjustments related to the Company's effective tax rate for both the Three and Nine Months Ended August 31, 1996 and 1995:
VIVRA PORTSMOUTH ALTSCHULER COMBINED Three Months Ended August 31, 1996 Revenues $131,940 $1,388 $1,764 $135,092 Net Income (Loss) 13,008 102 (37) 13,073 Three Months Ended August 31, 1995 Revenues $ 93,790 $1,450 $2,127 $ 97,367 Net Income (Loss) 10,595 (18) 36 10,613 Nine Months Ended August 31, 1996 Revenues $362,766 $4,164 $5,601 $372,531 Net Income (Loss) 36,620 306 (100) 36,826 Nine Months Ended August 31, 1995 Revenues $277,776 $4,351 $6,381 $288,508 Net Income (Loss) 29,265 (55) 108 29,318
C. RECENT ACCOUNTING PRONOUNCEMENTS Effective March 1995, the Financial Accounting Standards Board issued Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of ("FAS 121"), which requires impairment losses to be recorded on long-lived assets used in operations, or to be disposed of, when such impairment has been determined. On December 1, 1995, the Company adopted FAS 121 and the impact of this adoption did not have a material effect on the Company. D. CONVERTIBLE SUBORDINATED NOTES PRIVATE PLACEMENT On July 8, 1996, the Company completed a $150 million issuance of 5% Convertible Subordinated Notes Due 2001 in a private placement and exercise of the related over-allotment option of $8.5 million on August 6, 1996. The net proceeds from this private placement and over-allotment option were approximately $155 million. Page 6 of 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION When used in this discussion, the words "estimate," "project" and similar expressions are intended to identify forward-looking statements. Such statements, which include statements concerning capital and acquisition expenditures, are subject to certain risks and uncertainties, including those discussed in the Risk Factors section of the Company's Registration Statement on Form S-3 filed on October 7, 1996 (Registration No. 333-13625) and those discussed herein which could cause actual results to materially differ from those projected. These forward-looking statements speak only as of the date hereof. The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes. Results of Operations The Company provides services through two segments: Vivra Renal Care ("VRC") and Vivra Specialty Partners ("VSP"). VRC is the second largest provider of dialysis services in the United States. VSP provides specialty physician network and disease management services to managed care and provider organizations. Three Months Ended August 31, 1996 Compared with Three Months Ended August 31, 1995 As compared to the three months ended August 31, 1995, revenues increased $37.7 million, or 38.7%; costs and expenses increased $34.1 million, or 42.8%; and earnings from continuing operations before taxes increased $3.7 million, or 21.5%. In total, net earnings for the period increased $2.5 million to $13.1 million, or 23.2%. Operating revenues increased $35.7 million, or 37.5%, to $131.0 million. Revenues from VRC increased $25.2 million to $106.4 million, or 31.2%; VSP revenues increased $13.6 million to $24.6 million; and Other Services revenues decreased $3.1 million. The increase in revenues from VRC was attributable to the growth in the number of treatments provided, growth in ancillary services, principally from the administration of the drug Erythropoietin ("EPO"), which is prescribed for dialysis patients suffering from anemia and increased retail prices. Treatments grew 21.2% from 412,771 to 500,163 as a result of the net addition of 47 centers. For the third quarter of 1996, revenues from EPO were $21.7 million, compared to $14.0 million in the prior year, a 55.0% increase. This growth was due to an increase in the number of patients receiving EPO and in the average size of dosages. The increase in revenues from VSP was due to the addition of the cardiology, OB/GYN and orthopedics specialties after the third quarter of 1995 and growth in the asthma/allergy specialty. The decrease in Other Services revenues was a direct result of the sale and discontinuation of the Company's ambulatory surgery center, rehabilitation therapy and primary care physician practice management businesses in 1995. Other income of $4.1 million, included $1.8 million interest income and a $2.3 million gain from the sale of available-for-sale marketable investments. Operating costs increased $28.3 million, or 43.3%, to $93.8 million. VRC operating costs increased $18.9 million to $74.0 million, or 34.4%; VSP operating costs increased $11.6 million to $19.8 million; and Other Services operating costs decreased $2.2 million. The increase in VRC operating costs was due to the increased volume of dialysis business, increased labor costs and expenses associated with the operation of de novo dialysis centers. VSP operating costs increased due to the addition and growth of the cardiology, OB/GYN and orthopedics specialties after the third quarter of 1995 and growth in the asthma/allergy specialty. Operating costs of Other Services decreased as a result of the sale and discontinuation of the ambulatory surgery, rehabilitation therapy and primary care physician practice management businesses in 1995. General and administrative expenses increased $3.9 million to $15.3 million, or an increase of 34.2%, due primarily to the growth of new and existing VSP specialties and the establishment of a $1.95 million long-term bonus plan within VSP. Depreciation increased $0.7 million, or 25.2%, to $3.6 million, due to an increase in depreciable assets of the dialysis business. Interest expense increased $1.2 million to $1.3 million, due to the Company's $158.5 million issuance of 5% Convertible Subordinated Notes Due 2001 in a private placement. Page 7 of 13 The effective tax rate for the period was 38.1% of earnings before income taxes, compared with 39.0% a year earlier. This decrease was due, in large part, to the Company's cash assets being invested in tax-free marketable securities, which had the effect of lowering the overall tax rate. Nine Months Ended August 31, 1996 Compared with Nine Months Ended August 31, 1995 As compared to the nine months ended August 31, 1995, revenues increased $84.0 million, or 29.1%; costs and expenses $72.9 million, or 30.4%; and earnings from continuing operations before taxes increased $11.5 million, or 23.8%. In total, net earnings for the period increased $7.5 million to $36.8 million, or 25.6%. Operating revenues increased $82.2 million, or 29.2%, to $364.4 million. Revenues from VRC increased $67.1 million to $298.9 million, or 29.0%; VSP revenues increased $38.3 million to $65.5 million; and Other Services revenues decreased $23.2 million. The increase in revenues from VRC was attributable to the growth in the number of treatments provided, increased ancillary services, primarily from the administration of EPO and increased retail prices. Treatments grew 25.6% from 1,147,727 to 1,441,076 as a result of the increase in dialysis centers from 190 to 237. For the first nine months of 1996, revenues from EPO were $60.3 million, compared to $38.4 million in the prior year, a 57.0% increase. This growth was due to an increase in the number of patients receiving EPO and in the average size of dosages. The increase in revenues from VSP was due to the addition and growth of the cardiology, OB/GYN and orthopedics specialties after the third quarter of 1995 and growth in the asthma/allergy specialty. The decrease in Other Services revenues was a direct result of the sale and discontinuation of the Company's ambulatory surgery center, rehabilitation therapy and primary care physician practice management businesses in 1995. Other income of $8.1 million, included interest earned on marketable securities and $4.3 million in gains from the sale of available-for-sale marketable investments. Operating costs increased $67.8 million, or 35.4%, to $259.3 million. VRC operating costs increased $48.3 million to $204.7 million, or 30.9%; VSP operating costs increased $35.1 million to $54.6 million; and Other Services operating costs decreased $15.6 million. The increase in VRC operating costs was due to the increased volume of dialysis business, increased labor costs and expenses associated with the operation of de novo dialysis centers. VSP operating costs increased due to the addition and growth of the cardiology, OB/GYN and orthopedics specialties after the third quarter of 1995 and growth in the asthma/allergy specialty. Operating costs of Other Services decreased as a result of the sale and discontinuation of the ambulatory surgery, rehabilitation therapy and primary care physician practice management businesses in 1995. General and administrative expenses increased $2.1 million to $42.0 million, or 5.2%. As a percentage of operating revenues, general and administrative expenses declined to 11.5% in the nine months ended August 31, 1996 from 14.2% in the corresponding period of 1995. This decline was attributable to the sale and discontinuation of the Other Services segment businesses. Depreciation increased $2.1 million, or 25.4%, to $10.3 million, due to an increase in depreciable assets of the dialysis and asthma/allergy businesses. Interest expense increased $1.0 million to $1.4 million, due to the Company's $158.5 million issuance of 5% Convertible Subordinated Notes Due 2001 in a private placement. The effective tax rate for the period was 38.1% of earnings before income taxes, compared with 39.0% a year earlier. This decrease was due, in large part, to the Company's cash assets being invested in tax-free marketable securities, which had the effect of lowering the overall tax rate. Liquidity and Capital Resources The Company requires significant capital for the acquisition and development of dialysis facilities and specialty care businesses and on-going capital expenditures for property, plant and equipment. Acquisition expenditures were $129.6 million, consisting of $42.5 million in cash and 2,907,453 shares of the Company's Common Stock and $60.2 million, consisting of $42.8 million in cash and 821,660 shares of the Company's Common Stock for the nine months ended August 31, 1996 and 1995, respectively. Routine capital expenditures were $20.0 million and $21.9 million for the same periods, respectively. Page 8 of 13 Cash flow from operations was $35.1 million and $12.3 million for the nine months ended August 31, 1996 and 1995, respectively. Cash flow from financing activities increased by $86.7 million to $157.1 million at August 31, 1996. This increase was primarily the result of the Company's July 1996 $150 million issuance of 5% Convertible Subordinated Notes private placement and exercise of the related over-allotment option of $8.5 million in August 1996. The increase was offset by the Company's February 16, 1995 public offering in which the Company sold 2,992,500 shares of Common Stock and received net proceeds of $59.6 million. For the remainder of fiscal 1996, the Company currently plans to continue to acquire and develop new dialysis facilities and expand its specialty businesses. To the extent the Company is able to identify significant attractive investment opportunities, such expenditures could exceed $150 million. The Company believes that the net proceeds from its Convertible Subordinated Notes private placement together with cash generated from operations, available cash and the ability to issue Common Stock for acquisitions will be adequate to meet the Company's planned capital expenditure, acquisition and development and liquidity needs through fiscal 1997. Inflation and Changes in Prices For the nine months ended August 31, 1996 and 1995, respectively, approximately 71% of the Company's dialysis revenues were funded by Medicare and Medicaid, at an average rate of $126 per dialysis treatment, before ancillary services. Despite periods of significant inflation, the Medicare and Medicaid reimbursement rate has remained relatively constant since 1983. The Company is unable to predict what, if any, future changes may occur in the reimbursement rate and, if made, whether such changes will help alleviate or increase inflationary pressures on the Company's margins. For the nine months ended August 31, 1996 and 1995, respectively, the remaining 29% of dialysis revenues were reimbursed by payers generally at rates significantly in excess of Medicare and Medicaid. Of these revenues, the largest portion came from private insurance, including managed care organizations. Reimbursement from hospitals for acute dialysis treatments was also significant. The Company believes that private payers may be required in the future to assume a greater percentage of the costs of dialysis care as the existing ESRD program is reviewed by the United States Congress. Irrespective of legislative action, the Company expects that these non-governmental payers will reduce payment for dialysis services because they have a strong incentive to further reduce the costs of specialty care and will aggressively seek to reduce amounts paid for dialysis treatments. If private payer rates are reduced significantly, the Company's revenues and net earnings will be materially and adversely affected. The dialysis industry is highly competitive with respect to the acquisition of existing dialysis facilities and the recruitment of Medical Directors for new centers. In the past two years, acquisition prices and the competition for Medical Directors and new facilities has increased. To the extent that the Company is unable to acquire existing dialysis facilities economically, to develop facilities profitably or to recruit Medical Directors to operate its facilities, its ability to expand its dialysis business and maintain earnings per share growth and return on total capital would be adversely impacted. The Company intends to expand VSP significantly through the acquisition and development of related businesses, primarily specialty physician networks and practices. This expansion will require significant capital commitments. Additionally, the Company is incurring expenditures to develop its infrastructure and systems for VSP in anticipation of significant growth. VSP may not realize revenue and operating margins as predictable as those historically provided by VRC. Page 9 of 13 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits See Exhibit 11 on Page 13 Exhibit 27 - Financial Data Schedule b) Reports on Form 8-K (1) Current Report of the Company on Form 8-K (File No. 1-10261) dated June 13, 1996, reporting on Item 5, Other Events and Item 7, Financial Statements and Exhibits for filing the audited Supplemental Consolidated Financial Statements of the Registrant for the year ended November 30, 1995. (2) Current Report of the Company on Form 8-K (File No. 1-10261) dated June 21, 1996, reporting on Item 5, Other Events and Item 7, Financial Statements and Exhibits for filing the press release related to the Registrant's private placement of convertible subordinated notes due 2001. (3) Current Report of the Company on Form 8-K (File No. 1-10261) dated September 24, 1996, reporting on Item 5, Other Events and Item 7, Financial Statements and Exhibits for filing the audited Supplemental Consolidated Financial Statements of the Registrant for the year ended November 30, 1995 and for filing the audited Financial Statements of certain acquired businesses. Page 10 of 13 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 thereunto duly authorized. VIVRA INCORPORATED --------------------------------- (Registrant) Date: October 15, 1996 /S/ LEANNE M. ZUMWALT ------------------------ --------------------------------- LeAnne M. Zumwalt Chief Financial Officer and Secretary / Treasurer Page 11 of 13 VIVRA INCORPORATED EXHIBIT INDEX EXHIBIT NO. PAGE NO. 11. Computation of Earnings Per Share 13 27. Financial Data Schedule Page 12 of 13 EX-11 2 COMPUTATION OF EARNINGS PER SHARE EXHIBIT 11 VIVRA INCORPORATED COMPUTATION OF EARNINGS PER SHARE (in thousands, except per share amounts)
Three Months Ended Nine Months Ended August 31, August 31, 1996 1995 1996 1995 ------------------------------- ---------------------------- PRIMARY: Average shares outstanding 39,907 38,407 39,552 36,840 Stock options granted to employees, based on the treasury-stock method using average market price 677 * 500 * 705 * 690 * ---------- ---------- ---------- ---------- Total 40,584 38,907 40,257 37,530 Net earnings $ 13,073 $ 10,613 $ 36,826 $ 29,318 ========== ========== ========== ========== Net Earnings per share $ .33 $ .28 $ .93 $ .80 ========== ========== ========== ========== FULLY DILUTED: Average shares outstanding 39,907 38,407 39,552 36,840 Stock options granted to employees, based on the treasury-stock method using quarter end market price, if higher than average market price 678 * 589 * 716 * 736 * ---------- ---------- ---------- ---------- Total 40,585 38,996 40,268 37,576 Net earnings $ 13,073 $ 10,613 $ 36,826 $ 29,318 ========== ========== ========== ========== Net Earnings per share $ .33 $ .28 $ .93 $ .80 ========== ========== ========== ========== - ------------- * As the dilutive Common Stock equivalents are less than 3% of the weighted average outstanding shares, they have not been included in the computation of earnings per share as shown in the Condensed Consolidated Financial Statements.
EX-27 3 FINANCIAL DATA SCHEDULE
5 9-MOS NOV-30-1995 AUG-31-1996 104,004 67,128 103,433 15,732 12,248 288,906 135,205 48,649 629,379 75,232 160,887 0 0 399 385,244 629,379 364,388 372,531 259,309 259,309 52,288 0 1,383 59,551 22,658 36,826 0 0 0 36,826 .93 .93
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