<PAGE> 1
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U.S. 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 QUARTERLY PERIOD ENDED MARCH 31, 2000
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 0-15963
INVIVO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0115161
(State or other jurisdiction (IRS Employer Identification No.)
Of incorporation)
4900 HOPYARD RD. SUITE 210, PLEASANTON, CALIFORNIA 94588
(Address of principal executive offices) (Zip Code)
TELEPHONE: (925) 468-7600
(Registrant's telephone number)
---------------
Indicate by check whether the registrant (1) 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 the issuer's Common Stock, par value $.01
per share, at March 31, 2000 was 4,362,999 shares.
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<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INVIVO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 765,200 207,800
Short-term investments 6,888,100 8,219,100
Trade receivables, net 13,783,600 12,173,800
Inventories 9,565,400 8,177,200
Deferred income taxes 1,289,000 1,289,000
Prepaid expenses and other current assets 910,100 577,800
----------- -----------
Total current assets 33,201,400 30,644,700
Property and equipment, net 6,134,300 5,026,200
Intangible assets 8,503,300 8,700,300
Other assets 273,000 269,800
----------- -----------
$48,112,000 44,641,000
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,923,800 2,914,800
Accrued expenses 2,881,700 3,574,300
Current portion of long-term debt and
bank borrowings 140,200 140,200
Income taxes payable 1,472,200 1,066,500
----------- -----------
Total current liabilities 7,417,900 7,695,800
Long-term debt, excluding current portion 1,410,900 1,526,700
Deferred income taxes 200,000 200,000
Other liabilities 52,000 52,000
----------- -----------
Total liabilities 9,080,800 9,474,500
----------- -----------
Stockholders' equity:
Common stock 43,600 42,800
Additional paid-in capital 26,255,500 26,076,600
Retained earnings 12,607,000 9,074,000
Accumulated other comprehensive income (loss) 125,100 (27,800)
----------- -----------
Total stockholders' equity 39,031,200 35,166,500
----------- -----------
Commitments and contingencies
$48,112,000 44,641,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE> 3
INVIVO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales $ 13,232,300 $ 12,382,400 39,123,800 35,793,200
Cost of goods sold 6,854,000 6,170,500 20,110,600 17,835,800
------------ ------------ ------------ ------------
Gross profit 6,378,300 6,211,900 19,013,200 17,957,400
Operating expenses:
Selling, general
and administrative 4,274,300 3,891,500 12,049,300 11,598,700
Research and experimental 800,800 783,100 2,213,000 2,196,200
------------ ------------ ------------ ------------
Total operating expenses 5,075,100 4,674,600 14,262,300 13,794,900
------------ ------------ ------------ ------------
Income from operations 1,303,200 1,537,300 4,750,900 4,162,500
Other income (expense):
Interest income 77,200 -- 282,900 --
Interest expense (34,600) (60,900) (99,200) (220,800)
Other, net 415,500 (18,400) 417,200 (19,800)
------------ ------------ ------------ ------------
Income before income taxes 1,761,300 1,458,000 5,351,800 3,921,900
Income tax expense 598,700 470,700 1,819,600 1,282,200
------------ ------------ ------------ ------------
Net income $ 1,162,600 $ 987,300 3,532,200 2,639,700
============ ============ ============ ============
Basic net income per common share $ .27 $ .29 .82 .79
============ ============ ============ ============
Weighted average common
Shares outstanding (basic) 4,362,999 3,459,933 4,317,588 3,335,689
============ ============ ============ ============
Diluted net income per common
Share $ .26 $ .26 .78 .73
============ ============ ============ ============
Weighted average common
Shares outstanding (diluted) 4,497,405 3,788,909 4,506,697 3,628,470
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
INVIVO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,532,200 2,639,700
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 916,700 624,700
Loss on sale of property and equipment -- 46,100
Change in operating assets and liabilities:
Trade receivables, net (1,609,800) (746,100)
Inventories (1,388,200) (299,200)
Prepaid expenses and other current assets (332,300) (118,100)
Accrued expenses (692,600) 286,100
Accounts payable 9,000 (423,100)
Income taxes payable 405,700 (453,300)
----------- -----------
Net cash provided by operating activities 840,700 1,556,800
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale (purchase) of short-term investments 1,483,900 (9,919,500)
Capital expenditures (1,827,900) (808,300)
Other assets (3,200) 24,600
----------- -----------
Net cash used in investing activities (347,200) (10,703,200)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 179,700 12,280,000
Bank borrowings, net (78,400) (2,982,800)
Principal payments under long-term debt and other liabilities (37,400) (78,200)
----------- -----------
Net cash provided by financing activities 63,900 9,219,000
----------- -----------
Net increase in cash and cash equivalents 557,400 72,600
Cash and cash equivalents at beginning of period 207,800 554,100
----------- -----------
Cash and cash equivalents at end of period $ 765,200 626,700
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes $ 1,478,400 1,849,000
=========== ===========
Interest $ 99,200 220,800
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
INVIVO CORPORATION
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The consolidated balance sheet as of March 31, 2000 and the related
consolidated statements of income for the three and nine month periods ended
March 31, 2000 and 1999, and the consolidated statements of cash flows for the
nine month periods ended March 31, 2000 and 1999 are unaudited. Comparative
balance sheet information as of June 30, 1999 is derived from the audited
financial statements. The consolidated financial statements reflect, in the
opinion of management, all adjustments necessary to present fairly the financial
position and results of operations of Invivo Corporation and subsidiaries (the
"Company") as of and for the periods indicated. Interim results are not
necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-Q,
and do not contain certain information included in the Company's annual
consolidated financial statements and notes.
2. SEGMENT INFORMATION
The Company has adopted the provisions of Statement of Financial Accounting
Standards SFAS No. 131 (SFAS 131), Disclosure About Segments of an Enterprise
and Related Information. SFAS 131 establishes standards for the reporting by
public business enterprises of information about operating segments, products
and services, geographic areas, and major customers. The method for determining
what information to report is based on the way that management organizes the
operating segments within the Company for making operating decisions and
assessing financial performance.
The Company's chief operating decision-maker is considered to be the Chief
Executive Officer (CEO). The CEO reviews financial information presented on a
consolidated basis accompanied by information by business segment. The Company
operates in two business segments: (i) patient safety monitoring, which designs,
manufactures, and markets monitoring systems that measure and display vital
signs of patients in medical settings; and (ii) safety and industrial
instrumentation, which is engaged in the design, manufacture, and marketing of
sensor-based instruments for safety and industrial process control applications.
The safety and industrial instrumentation segment is composed of five individual
businesses none of which meet the criterion of a segment under SFAS 131. These
segments are managed separately because of different customers and products
which require different business strategies. The Company evaluates the operating
performance of its segments based on net sales and income from operations.
Summarized financial information concerning the Company's business segments
is shown in the following table. The "Corporate" column includes general and
administrative and corporate-related expenses not allocated to reportable
segments (in thousands).
<TABLE>
<CAPTION>
SAFETY AND
PATIENT SAFETY INDUSTRIAL
MONITORING INSTRUMENTATION CORPORATE TOTAL
-------------- --------------- --------- -----
<S> <C> <C> <C> <C>
For the three months ended March 31, 2000
Net sales .............................................. $ 8,350 4,882 -- 13,232
Income from operations ................................. 972 764 (433) 1,303
Depreciation and amortization .......................... 144 113 13 270
For the three months ended March 31, 1999
Net sales .............................................. $ 7,895 4,487 -- 12,382
Income from operations ................................. 1,087 804 (354) 1,537
Depreciation and amortization .......................... 94 91 2 187
For the nine months ended March 31, 2000
Net sales .............................................. $24,401 14,723 -- 39,124
Income from operations ................................. 3,445 2,430 (1,124) 4,751
Depreciation and amortization .......................... 591 290 36 917
Total assets ........................................... 28,898 9,747 9,467 48,112
For the nine months ended March 31, 1999
Net sales .............................................. $22,457 13,336 -- 35,793
Income from operations ................................. 3,056 2,172 (1,065) 4,163
Depreciation and amortization .......................... 369 249 7 625
Total assets ........................................... 23,968 8,592 12,255 44,815
</TABLE>
5
<PAGE> 6
3. DEBT AND BANK BORROWINGS
The Company's bank line of credit of $7,500,000 was renewed on December 1,
1999 to December 1, 2000. The Company's revolving bank line of credit is
collateralized by the Company's accounts receivable, inventory, and
equipment. At March 31, 2000, $7,500,000 was available under the line of
credit.
4. COMPREHENSIVE INCOME
The components of comprehensive income, net of tax, are as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
31-Mar. 00 31-Mar. 99 31-Mar. 00 31-Mar. 99
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Income 1,162,600 987,300 3,532,200 2,639,700
Change in unrealized
gain (loss) on
short-term investments (77,800) -- 152,900 --
--------- ------- --------- ---------
Comprehensive income 1,084,800 987,300 3,685,100 2,639,700
========= ======= ========= =========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE AND NINE MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
Sales
Sales for the third quarter ended March 31, 2000 were $13,232,300, an
increase of 6.9% over sales of $12,382,400 for the same period in fiscal 1999.
Sales for the nine months ended March 31, 2000 increased 9.3% to $39,123,800
compared with $35,793,200 for the same period last year. The sales increase for
the three and nine month periods was primarily due to sales growth at the
Company's patient safety monitoring business along with growth at the oxygen
monitoring and gas detection businesses in the safety and industrial
instrumentation segment. The "Millennia" portable vital signs monitor and MRI
vital signs monitor were the primary contributors to the sales increase at the
patient safety monitoring business.
Gross Profit
The gross profit margin decreased for the three and nine month periods ended
March 31, 2000 to 48.2% and 48.6% from 50.2% in the previous fiscal periods. The
decrease was attributable to several factors which included heavy price
discounting at the non-contact infrared industrial business due to difficult
market conditions; higher manufacturing costs at the patient safety monitoring
business which included the expansion of the service organization; and lower
margins in the OEM patient safety monitoring business due to lower contracted
prices on increased volume. The increase in sales at the oxygen monitoring
business within the safety and industrial instrumentation segment also
contributed to the gross margin decrease as that business has inherently lower
gross margins than the Company's other businesses.
Operating Expenses
Selling, general and administrative expenses for the three and nine month
periods ended March 31, 2000 increased 9.8% or $382,800 and 3.9% or $450,600,
respectively, as compared to the same periods in fiscal 1999. Selling, general
and administrative expenses were 32.3% and 30.8% of sales for the three and nine
month periods ended March 31, 2000 compared with 31.4% and 32.4%, respectively,
for the same periods in fiscal 1999. The increase in these expenditures in
aggregate for the three months and nine months ended March 31, 2000 was
primarily due to higher administrative expenses at the Company's patient safety
monitoring and gas detection businesses along with higher selling expenses on
the higher sales volume at the patient safety monitoring business. The Company
expects future selling, general and administrative expenses as a percentage of
sales to be comparable to the third quarter of fiscal 2000.
6
<PAGE> 7
Research and experimental expenses were 6.1% and 5.7% of sales for the three
and nine month periods ended March 31, 2000 compared to 6.3% and 6.1% for the
same periods in fiscal 1999. The decrease was attributable to a decline in the
amount of research and experimental expenses on behalf of the patient safety
monitoring business as a portion of the expenditures related to equipment for
the production of the Company's proprietary anesthetic agent module for the
"Millennia" was capitalized in the second and third quarters of fiscal 2000.
Other Income and Expense
Interest income was $77,200 for the third quarter of fiscal 2000. Interest
expense decreased to $34,600 in the third quarter of fiscal 2000 compared with
$60,900 for the comparable period in fiscal 1999. These changes were the result
of the investment of, and the payoff of the outstanding balances on the
Company's revolving bank line of credit and term loan with, the proceeds from
its secondary stock offering in March, 1999. Other income for the three months
ended March 31, 2000 included a $415,500 gain on the sale of short-term
investments.
Provision for Income Taxes
The effective tax rate for the third quarter of fiscal 2000 remained at 34%.
The effective rate differs from the statutory rate due principally to the
benefit of a foreign sales corporation and other credits.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at March 31, 2000 increased to $25,783,500 from $22,948,900
at June 30, 1999. Net cash provided by operating activities was $840,700 for the
nine months ended March 31, 2000 compared with $1,556,800 provided by operating
activities for the nine months ended March 31, 1999. This decrease was largely
the result of changes in operating assets and liabilities, particularly
inventories, trade receivables, and accrued expenses.
Capital expenditures were $1,827,900 for the first nine months of fiscal 2000
compared to $808,300 for the prior year period. The increase was primarily the
result of the purchase of new manufacturing equipment for the Company's patient
safety monitoring business and oxygen monitoring business.
The Company's bank line of credit of $7,500,000 was renewed on December 1,
1999 to December 1, 2000. The Company's revolving bank line of credit is
collateralized by the Company's accounts receivable, inventory, and equipment.
At March 31, 2000, $7,500,000 was available under the line of credit.
The Company believes that its cash resources and cash flow from operations
are adequate to meet its anticipated cash needs for working capital and
capital expenditures throughout fiscal 2001. The Company will continue to
explore opportunities for the possible acquisitions of technologies or
businesses, which may require the Company to seek additional financing.
RECENT ACCOUNTING PRONOUNCEMENTS
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. In June 1998,
the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities (as amended by SFAS No. 137), which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The
statement is effective for fiscal quarters and fiscal years beginning after June
15, 2000. As the Company does not currently have any derivative instruments for
hedging activities the Company believes that SFAS No. 133 will have no impact on
its consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is that of currency risk.
During the nine months ended March 31, 2000, 21.6% of the Company's total sales
came from non-United States domiciled customers. The Company requires payment in
United States (U.S.) currency. If these customers currency devalues against the
U.S. dollar, the customers could potentially encounter difficulty in making the
U.S. dollar denominated payments. Currently the Company is not engaged in any
financial transactions for hedging or trading purposes.
7
<PAGE> 8
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS:
The Company's medical device subsidiary, Invivo Research, was one of two
third-party defendants named in a lawsuit in June of 1994 by Southern Nevada
Surgical Center and Surgex Southern Nevada, Inc. in Nevada State District Court.
The underlying action in this matter stemmed from an incident involving a
surgical patient undergoing a procedure at the Southern Nevada Surgical Center.
The patient suffered a serious permanent brain injury. A lawsuit was filed on
behalf of the patient against the surgical center and the anesthesiologist who
monitored the patient. A substantial settlement was made to the patient by the
defendants in that action. Southern Nevada Surgical Center ("SNSC") and Surgex
were seeking indemnity and contribution of approximately $14 million from the
manufacturer of the anesthetic gas machine and Invivo Research, which
manufactured the vital signs monitor used in this procedure. SNSC and Surgex
alleged that both the anesthetic gas machine and the vital signs monitor were
defective. The Company believes that the vital signs monitor operated properly
and was properly designed for its intended function.
On August 18, 1999, the Nevada District Court granted the Company's Motion to
Dismiss for Failure to Prosecute. The Order granted dismissal of the SNSC and
Surgex contribution claims, without prejudice, based upon Nevada law which
provides that an action must be brought to trial within five years of the date
of the filing of the original action. The dismissal is being appealed.
In April of 1997, the plaintiff's insurer, CNA, filed an action with
identical causes in the same Nevada State Court. This second action was removed
by the Company to U.S. District Court. The action by CNA was dismissed by the
District Court on January 19, 2000. The dismissal is being appealed.
Any judgment against the Company that exceeds the amount that its insurer is
required to pay could have a material adverse effect on its business and results
of operations.
ITEM 2: CHANGES IN SECURITIES:
Not Applicable.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES:
Not Applicable.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS:
Not Applicable.
ITEM 5: OTHER INFORMATION:
Not Applicable.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a)
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C> <C>
Exhibit 3.1 Restated Certificate of Incorporation and Amendment To
Restated Certificate of Incorporation
Exhibit 11.1 Statement of Computation of Net Income Per Share
Exhibit 27.0 Financial Data Schedule
(b) Reports on Form 8-K:
None.
</TABLE>
8
<PAGE> 9
SIGNATURES
In accordance with requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
INVIVO CORPORATION
Date: May 12, 2000 By: /s/ JOHN F. GLENN
-----------------------------
Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
9
<PAGE> 10
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C> <C>
Exhibit 3.1 Restated Certificate of Incorporation and Amendment To
Restated Certificate of Incorporation
Exhibit 11.1 Statement of Computation of Net Income Per Share
Exhibit 27.0 Financial Data Schedule
</TABLE>
10
<PAGE> 1
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
INVIVO CORPORATION
(Originally incorporated on September 24, 1986
under the name Sensor Control Corporation)
1. The name of this corporation is
INVIVO CORPORATION
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered
agent at such address is the Corporation Trust Company.
3. The Nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation law
of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is six million (6,000,000) of which
stock five million (5,000,000) shares of the par value of One
Cent ($01) each, amounting in the aggregate to Fifty Thousand
Dollars ($50,000.00) shall be Common Stock and of which one
million (1,000,000) shares of the par value of One Cent 9$.01)
each, amounting in the aggregate to Ten Thousand Dollars
($10,000.00) shall be Preferred Stock.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof may be
determined at a later date by the board of directors.
5. The corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statue, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.
7. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State
of Delaware at such place or places as may be designated from
time to time by the board of directors or in the by-laws of the
corporation.
8. To the fullest extent permitted by the Delaware General
Corporation law, as the same exists or may hereafter be amended,
a director of this corporation shall not be personally liable to
the Corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director.
This restated Certificate of Incorporation of Invivo Corporation (the
Restated Certificate has been adopted by the board of directors in accordance
with the provisions of Section 245 of the Delaware General Corporation Law
("Section 245"). It merely restates and integrates but does not further amend
the original Certificate of Incorporation filed with the Secretary of State of
the State of Delaware on September 24, 1986 (the "Original Certificate") as
amended by subsequent amendments filed with the Secretary of state, except that
pursuant to Section 245, Article 5 of the Original Certificate, which stated the
name and mailing addressees of the incorporators, has been omitted, and
subsequent articles have been renumbered to reflect that change and amendments
to the Original Certificate. There is no discrepancy between the Corporation's
Certificate of Incorporation as heretofore amended or supplemented and this
Restated Certificate.
<PAGE> 2
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed by John F. Glenn, its authorized officer, this day of March 8,
1999.
John F. Glenn, Vice President of
Finance/Chief Financial Officer
<PAGE> 3
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
INVIVO CORPORATION
The undersigned certifies that:
I. He is the President , Chief Executive Officer and Secretary of
Invivo Corporation, a Delaware corporation (the "Corporation").
II. Article 4 of the Corporation's Restated Certificate of
Incorporation is amended to read as follows:
The total number of shares of stock which the corporation shall
have authority to issue is twenty-on million (21,000,000), of
which stock twenty million (20,000,000) shares of the par value
of One Cent ($.01) each shall be Common Stock and of which one
million (1,000,000) shares of the par value of One Cent ($.01)
each shall be Preferred Stock.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the Preferred
Stock may be determined at a later date by the board of
directors.
III. The Amendment herein set forth as been duly adopted in
accordance with the provisions of Section 242 of the Delaware
Corporation Law. It has been duly approved by the Board of
Directors of the Corporation and by the holders of a majority of
the outstanding stock entitled to vote thereon.
IN WITNESS WHEREOF, this Amended Certificate of Incorporation, which
amends the provisions of the Restated Certificate of Incorporation of
the Corporation, the original Restated Certificate of Incorporation
having been filed on March 8, 1999 with the Secretary of State of the
State of Delaware, has been executed this 2nd day of June 1999 by the
undersigned.
I, THE UNDERSIGNED, make this Certificate of Amendment, hereby declaring
and certifying that I am the President, Chief Executive Officer, and
Secretary of the Corporation, that this is my act and deed and that the
facts herein stated are true, and accordingly have hereunto set my hand
this 2nd day of June, 1999.
----------------------------------
James B. Hawkins, President, Chief
Executive Officer and Secretary
<PAGE> 1
EXHIBIT 11.1
INVIVO CORPORATION AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------ ------------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
BASIC:
Weighted average common
shares outstanding 4,362,999 3,459,933 4,317,588 3,335,689
========== ========== ========== ==========
Net Income $1,162,600 $ 987,300 3,532,200 2,639,700
========== ========== ========== ==========
Basic net income per common share $ 0.27 $ 0.29 0.82 0.79
========== ========== ========== ==========
DILUTED:
Weighted average common
shares outstanding (basic) 4,362,999 3,459,933 4,317,588 3,335,689
Dilutive stock options 134,406 328,976 189,109 292,781
---------- ---------- ---------- ----------
Weighted average common
shares outstanding (diluted) 4,497,405 3,788,909 4,506,697 3,628,470
========== ========== ========== ==========
Net Income $1,162,600 $ 987,300 3,532,200 2,639,700
========== ========== ========== ==========
Diluted net income per common share $ 0.26 $ 0.26 0.78 0.73
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 765
<SECURITIES> 6,888
<RECEIVABLES> 14,173
<ALLOWANCES> 389
<INVENTORY> 9,565
<CURRENT-ASSETS> 33,201
<PP&E> 11,680
<DEPRECIATION> 5,546
<TOTAL-ASSETS> 48,112
<CURRENT-LIABILITIES> 7,418
<BONDS> 0
0
0
<COMMON> 44
<OTHER-SE> 38,052
<TOTAL-LIABILITY-AND-EQUITY> 48,112
<SALES> 39,124
<TOTAL-REVENUES> 39,124
<CGS> 20,111
<TOTAL-COSTS> 20,111
<OTHER-EXPENSES> 14,262
<LOSS-PROVISION> 0
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<INCOME-TAX> 1,820
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</TABLE>
