<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 20, 1995
VIVRA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-10261 94-3096645
- --------------- ---------------- ---------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
400 Primrose, #200, Burlingame, CA 94010
-------------------------------------- ----------
Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:
(415) 348-8200
- ------------------------------------------------------------------
Former name if changed since last report:
- ------------------------------------------------------------------
Page 1
<PAGE>
Item 5. Other Events.
------------
The Registrant recently completed the acquisition of the Burlington
County Dialysis Center and OB-GYN NET, Inc. The Registrant includes herein pro
forma financial information giving effect to the Registrant's unrelated
acquisitions through December 1, 1995 for the fiscal year ended November 30,
1994 and for the nine months ended August 31, 1995.
The Registrant includes herewith audited financial statements of a
substantial majority of its acquired businesses which have been acquired since
the filing by the Registrant of a Form 8-K on August 16, 1995.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Audited financial statements of acquired businesses.
(i) Audited financial statements of the Burlington County
Dialysis Center, Inc. for the fiscal year ended
December 31, 1994.
(ii) Audited financial statements of OB-GYN NET, Inc. for
the fiscal year ended December 31, 1994.
(b) Pro forma financial information.
(c) Exhibits.
23.1 Consent of Fisher, Van Sciver & Co.
23.2 Consent of Herman Moskowitz, C.P.A., P.A.
Page 2
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 20, 1995.
VIVRA INCORPORATED
By /s/ LEANNE ZUMWALT
------------------------------
LeAnne Zumwalt
Vice President - Finance
and Secretary
Page 3
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
Description
-----------
(a) Audited Financial Statements of
Acquired Businesses.
(i) Audited financial statements of
the Burlington County Dialysis
Center, Inc. for the fiscal
year ended December 31, 1994.
(ii) Audited financial statements of
OB-GYN NET, Inc. for the fiscal
year ended December 31, 1994.
(b) Pro Forma Financial Information.
(c) Exhibits.
23.1 Consent of Fisher, Van Sciver &
Co.
23.2 Consent of Herman Moskowitz,
C.P.A., P.A.
Page 4
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
MT. HOLLY, NEW JERSEY
FINANCIAL STATEMENTS
DECEMBER 31, 1994
FISHER, VAN SCIVER & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
COOPER'S CREEK
52 BERLIN ROAD
CHERRY HILL, NEW JERSEY 08034
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Accountants' report 1
Financial statements
Balance sheet 2
Statement of operations 3
Statement of stockholders' equity 4
Statement of cash flows 5
Notes to financial statements 6-8
</TABLE>
<PAGE>
FISHER, VAN SCIVER & CO.
PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS
COOPER'S CREEK MAILING ADDRESS:
52 BERLIN ROAD P.O. BOX 1097
CHERRY HILL, NEW JERSEY 08034 HADDONFIELD, NEW JERSEY 08033
----------
(609) 428-9769 - (610) 789-3179
FAX (609) 428-9482
To The Stockholders
Burlington County Dialysis Center, Inc.
Mt. Holly, New Jersey
We have audited the accompanying balance sheet of BURLINGTON COUNTY
DIALYSIS CENTER, INC. (A NEW JERSEY S CORPORATION) as of December 31, 1994 and
the related statements of operations, stockholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Burlington County Dialysis
Center, Inc. as of December 31, 1994, and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.
The December 31, 1993 financial statements were compiled by us, and our
report thereon, dated February 15, 1994, stated we did not audit or review those
financial statements and, accordingly, expressed no opinion or other form of
assurance on them.
Cherry Hill, New Jersey
November 8, 1995 1 of 8
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
---------------------------------------
BALANCE SHEET
-------------
DECEMBER 31, 1994
-----------------
A S S E T S
-----------
<TABLE>
<CAPTION>
1994
----
<S> <C>
CURRENT ASSETS
Cash $ 5,450
Accounts receivable - net 1,220,249
---------
TOTAL CURRENT ASSETS 1,225,699
---------
PROPERTY AND EQUIPMENT
Equipment 454,170
Leasehold improvements 779,286
---------
1,233,456
Accumulated depreciation ( 334,941)
---------
TOTAL PROPERTY AND EQUIPMENT, NET 898,515
---------
OTHER ASSETS
Note receivable - stockholder 99,228
Deposits 33,875
---------
TOTAL OTHER ASSETS 133,103
----------
TOTAL ASSETS $ 2,257,317
==========
</TABLE>
L I A B I L I T I E S A N D S T O C K H O L D E R S E Q U I T Y
---------------------------------------------------------------------
<TABLE>
<S> <C>
CURRENT LIABILITIES
Accounts payable $ 207,735
Accrued expenses 40,695
Current obligations under capital leases 73,800
Notes payable - current portion 184,236
---------
TOTAL CURRENT LIABILITIES 506,466
LONG - TERM LIABILITIES
Obligations under capital leases - long-term portion 80,783
Notes payable - long-term portion 602,342
---------
TOTAL LIABILITIES 1,189,591
STOCKHOLDERS' EQUITY
Common stock - $1 par value
4,000 shares authorized, 1,300
shares issued and outstanding 1,300
Additional paid in capital 299,000
Retained earnings 767,526
Treasury stock (100 shares at par) ( 100)
---------
TOTAL STOCKHOLDERS' EQUITY 1,067,726
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,257,317
=========
</TABLE>
See accompanying notes to financial statements 2 of 8
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
---------------------------------------
STATEMENT OF OPERATIONS
-----------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<TABLE>
<CAPTION>
1994
----
<S> <C>
REVENUES:
Net patient service revenue $5,961,618
Other 6,134
---------
Total revenue 5,967,752
COSTS AND EXPENSES:
Professional care of patients 3,008,053
General and administrative 1,214,276
Provision for uncollectible amounts 700,996
Depreciation and amortization 109,718
Interest 65,971
---------
Total costs and expenses 5,099,014
---------
INCOME FROM OPERATIONS 868,738
INTEREST INCOME 8,946
---------
INCOME BEFORE INCOME TAXES 877,684
INCOME TAXES 87,479
---------
NET INCOME $ 790,205
=========
</TABLE>
See accompanying notes to financial statements 3 of 8
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
---------------------------------------
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------------
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID IN RETAINED TREASURY
STOCK CAPITAL EARNINGS STOCK TOTAL
------ ---------- -------- -------- -----
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1994 $1,200 $179,100 $337,321 ($100) $517,521
Dividends paid (360,000) (360,000)
Issuance of 100 shares 100 119,900 120,000
Net income 790,205 790,205
------ ---------- -------- -------- ---------
BALANCE AT DECEMBER 31, 1994 $1,300 $299,000 $767,526 ($100) $1,067,726
</TABLE>
See accompanying notes to financial statements 4 of 8
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
---------------------------------------
STATEMENT OF CASH FLOWS
-----------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
<TABLE>
<CAPTION>
1994
----
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 790,205
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 109,718
Increase in accounts receivable (325,922)
Increase in accounts payable 2,911
Decrease in accrued expenses ( 20,731)
Increase in notes receivable ( 99,228)
Decrease in income tax payable ( 75,000)
---------
TOTAL ADJUSTMENTS (408,252)
---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 381,953
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (712,814)
----------
NET CASH USED IN INVESTING ACTIVITIES (712,814)
----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings from capital lease obligations 154,583
Net borrowings from notes payable 380,878
Dividends paid (360,000)
Issuance of capital stock 120,000
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 295,461
---------
NET DECREASE IN CASH ( 35,400)
CASH AT BEGINNING OF YEAR 40,850
---------
CASH AT END OF YEAR $ 5,450
=========
</TABLE>
SUPPLEMENTAL SCHEDULE OF DISCLOSURES OF CASH FLOW INFORMATION
-------------------------------------------------------------
<TABLE>
<S> <C>
CASH PAID DURING THE YEAR FOR:
Interest $ 65,971
State corporate income taxes $ 162,479
</TABLE>
See accompanying notes to financial statements 5 of 8
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1994
-----------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
This summary of significant accounting policies of Burlington County
Dialysis Center, Inc. (the Company) is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements and supplementary schedule.
BUSINESS ACTIVITY
-----------------
The Company was incorporated in the State of New Jersey on February 19,
1988. The Company operates two out-patient dialysis centers in New Jersey,
providing hemodialysis and ambulatory peritoneal dialysis for patients with
kidney disease.
METHOD OF ACCOUNTING
--------------------
These financial statements are prepared using the accrual method of
accounting. That is, income is recorded when earned and expenses are recorded
when incurred.
PROPERTY AND EQUIPMENT
----------------------
Property and equipment are carried at cost. Depreciation of property and
equipment is made using modified accelerated cost recovery systems.
Expenditures for major renewals and betterments that extend the useful lives of
property and equipment are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred. Leasehold improvements are
amortized over the term of the lease. Leased equipment, consisting primarily of
dialysis and related equipment, is stated at the lesser of the fair market value
of the leased property or the present value of the minimum lease payments, less
accumulated depreciation. Included in equipment are the following assets held
under capital leases:
<TABLE>
<CAPTION>
<S> <C>
1994
----
Equipment under capital lease $ 182,763
Less accumulated depreciation ( 36,553
-------
Assets under capital lease $ 146,210
Capital lease obligations are summarized as follows:
1994
----
Leases of equipment $ 154,583
Less current portions ( 73,800)
-------
Obligations under capital leases
included in long-term debt $ 80,783
=======
These long-term obligations will be paid as follows:
1996 $ 73,800
1997 6,983
-------
$ 80,783
=======
</TABLE>
6 of 8
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1994
-----------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ---------------------------------------------------------------
NET PATIENT SERVICE REVENUE
---------------------------
Net patient service revenue is reported using the accrual basis of
accounting at the estimated net realizable amounts from patients, third party
payers and others for services rendered. Approximately 80% of net patient
service revenues have been earned under the terms of the Medicare Prospective
Payment System. Remaining net revenues are reimbursable by commercial payers,
Medicaid, and other third-party payers.
INCOME TAXES
------------
The Company, with the consent of its stockholders, has elected to have
their income taxed under Section 1362 of the Internal Revenue Code provisions.
Under those provisions, the Company does not pay federal corporate income taxes
on its taxable income. Instead, the stockholders are liable for individual
federal income taxes on their respective shares of the Company's taxable income.
The income tax for December 31, 1994 of $87,479 is for New Jersey Corporate
Business Tax. Effective January 1, 1995 the Company has elected S corporation
status with the State of New Jersey, accordingly, the Company will pay New
Jersey corporate taxes at the rate of approximately 2%.
ACCOUNTS RECEIVABLE
-------------------
<TABLE>
<CAPTION>
1994
----
<S> <C>
Accounts receivable $ 1,433,883
Contract adjustment ( 182,890)
Allowance for bad debts ( 30,744)
---------
Accounts Receivable, net $ 1,220,249
==========
</TABLE>
The accounts receivable are recorded at the gross fee. An allowance is made
for anticipated bad debts and the fees that will not be paid by Medicare. The
portion of the fees that are not allowed by Medicare are recorded as a contract
adjustment. The total contract adjustment and bad debt allowance for December
31, 1994 was $700,796.
VALUATION AND QUALIFYING ACCOUNTS
---------------------------------
The following is an analysis of the allowance for doubtful accounts and
contract adjustments:
<TABLE>
<S> <C>
Beginning balance, January 1, 1994 $ 718,348
Charged to costs and expenses 700,996
Accounts written off, net of recoveries (1,205,710)
---------
Ending balance, December 31, 1994 $ 213,634
=========
</TABLE>
7 of 8
<PAGE>
BURLINGTON COUNTY DIALYSIS CENTER, INC.
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1994
-----------------
NOTE 2 - NOTE RECEIVABLE - STOCKHOLDER
- --------------------------------------
The Company sold 100 shares of it's stock during 1994 for $120,000. This
amount is to be paid over 60 months together with interest at seven (7%) percent
per annum. The monthly payment is $2,376.
NOTE 3 - NOTES PAYABLE - STOCKHOLDERS
- -------------------------------------
The note payable to the stockholders is being amortized ratably at $15,353
per month plus interest. The interest rate is 1/2% above the prime rate
established by Bank of Mid-Jersey.
NOTE 4 - LEASE OBLIGATIONS AND RELATED PARTY TRANSACTION
- --------------------------------------------------------
The Company leases its office space from Wakefield Associates ( a
related party) expiring September 30, 2000 and October 31, 2003. Two of the
shareholders in Burlington County Dialysis Center, Inc are partners in Wakefield
Associates. Rent expense for the year ended December 31, 1994 was $165,468.
The Company has entered into a lease for an additional facility in Delran, New
Jersey. This lease will be for $114,396 per year.
The Company entered into a lease for a computer from an unrelated
lessor. The lease term is five years and is accounted for as an operating
lease.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
The Company has pledged its medical equipment, furniture and fixtures
and computer equipment as collateral for a loan made between the stockholders of
the Company and Bank of Mid-Jersey.
The balance of this loan at December 31, 1994 was $786,578. The
interest rate is 1/2% above the bank's prime rate.
NOTE 6 - MALPRACTICE INSURANCE
- ------------------------------
The Company's practicing physicians/board members carry occurrence basis
malpractice insurance which provides coverage for all malpractice claims arising
in Burlington County Dialysis Center, Inc. This coverage is limited to
$3,000,000 per incident and $3,000,000 in the aggregate.
NOTE 7 - SUBSEQUENT EVENT
- -------------------------
In a sale and purchase of assets agreement effective October 1, 1995,
the stockholders agreed to sell certain assets, excluding accounts and notes
receivable and cash on hand and bank accounts, to Community Dialysis Centers,
Inc. ("CDC"), name subsequently changed to Vivra Renal Care. Vivra Renal Care
will assume certain contracts in place and only the obligations under the
facilities leases. The sale price was $10,000,000, consisting of $9,500,000 in
cash and a promissory note in the amount of $500,000, plus a stock appreciation
bonus in the amount of $70,000 cash. The cash is being held in escrow until
January 2, 1996.
8 of 8
<PAGE>
OB-GYN NET, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1994
TABLE OF CONTENTS
<TABLE>
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS AND RETAINED EARNINGS 3
STATEMENT OF CASH FLOWS 4
NOTES TO FINANCIAL STATEMENTS 5-6
</TABLE>
<PAGE>
HERMAN MOSKOWITZ, C.P.A., P.A.
- --------------------------------------------------------------------------------
CERTIFIED PUBLIC ACCOUNTANT 450 NORTH PARK ROAD
SUITE 710
HOLLYWOOD, FL 33021
TEL 305-983-6500
FAX 305-983-6155
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Stockholders
OB-GYN NET, INC.
We have audited the accompanying balance sheet of OB-GYN NET, Inc. as of
December 31, 1994 and the related statements of operations and retained earnings
and cash flows for the year then ended. These financial statements are the
responsibility of the Company s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OB-GYN NET, INC. as of December
31, 1994, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
Herman Moskowitz, C.P.A. , P.A.
November 28, 1995
<PAGE>
OB-GYN NET, INC.
BALANCE SHEET
DECEMBER 31, 1994
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash and Equivalents $ 598,964
---------
OTHER ASSETS
Investment in Municipal Bonds 100,000
Organizational Costs, Less
Accumulated Amortization of
$1,405 2,811
---------
102,811
---------
$ 701,775
=========
</TABLE>
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<S> <C>
CURRENT LIABILITIES
Accounts Payable $ 695,812
Due To Stockholder 4,216
---------
TOTAL CURRENT LIABILITIES 700,028
---------
STOCKHOLDER'S EQUITY
Common Stock, $1 Par Value,
10,000 Shares Authorized;
100 Shares Issued and
Outstanding 100
Additional Paid - In Capital 400
Retained Earnings 1,247
---------
TOTAL STOCKHOLDER'S EQUITY 1,747
---------
$ 701,775
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 2 -
<PAGE>
OB-GYN NET, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
REVENUES
Fee Income $ 5,424,169
Interest and Dividend Income 24,349
----------
5,448,518
DIRECT EXPENSES - PHYSICIANS FEES 4,879,286
----------
GROSS PROFIT 569,232
----------
GENERAL AND ADMINISTRATIVE EXPENSES
Billing Expenses 151,998
Consulting Fees 94,417
Legal and Accounting Fees 7,122
Public Relations and Advertising 2,622
Office Expense 1,631
Amortization 843
----------
258,633
----------
NET INCOME 310,599
DEFICIT - BEGINNING (562)
CASH DIVIDENDS DECLARED AND PAID (308,790)
----------
RETAINED EARNINGS - ENDING $ 1,247
==========
</TABLE>
The accompanying notes are an integral part of the financial statements
- 3 -
<PAGE>
OB-GYN NET, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 310,599
Adjustments to Reconcile Net
Income to Net Cash Provided
by Operating Activities:
Amortization 843
Changes in Assets and
Liabilities:
Decrease in Common Stock
Subscription Receivable 500
Increase in Accounts Payable 695,812
-----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 1,007,754
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Municipal Bonds (100,000)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash Dividends Declared and Paid (308,790)
-----------
INCREASE IN CASH AND EQUIVALENTS 598,964
CASH AND EQUIVALENTS - BEGINNING OF YEAR 0
-----------
CASH AND EQUIVALENTS - END OF YEAR $ 598,964
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
- 4 -
<PAGE>
OB-GYN NET, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
NOTE 1 - Summary of Significant Accounting Policies
BUSINESS
- --------
OB-GYN NET, INC. (the Company) provides gynecological services through a network
of physicians in the South Florida area. The Company was incorporated in April
1993 and commenced operations in January 1994.
REVENUES AND DIRECT EXPENSES
- ----------------------------
Fee income is earned based on capitation rates as negotiated between the various
insurance providers for patients enrolled in the provider s insurance programs.
Physicians fees are incurred when services are rendered. The fees are based on a
modified relative-value point schedule for all physicians within the network.
CASH AND EQUIVALENTS
- --------------------
The Company considers all highly liquid investments with a maturity of three
months or less to be cash equivalents.
ORGANIZATIONAL COSTS
- --------------------
Organizational Costs are stated at cost and are amortized on a straight line
basis over five years.
INCOME TAXES
- ------------
The Company has elected in 1993 to be taxed under the provisions of Subchapter
"S" of the Internal Revenue Code. Under those provisions, the Company does not
pay Federal corporate income taxes on its taxable income. Instead the
stockholders are liable for Federal income taxes on their proportionate shares
of the Company s taxable income. Therefore, no provision or liability for
Federal income taxes has been included in these financial statements.
NOTE 2 - CONCENTRATION OF CREDIT RISKS
Cash balances maintained at the financial institution where the Company
maintains an account are insured by the Federal Deposit Insurance Corporation up
to $100,000. At December 31, 1994 the Company s uninsured cash balance is
approximately $886,000.
-5-
<PAGE>
OB-GYN NET, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
NOTE 3 - INVESTMENT IN MUNICIPAL BONDS
The investment is stated at cost, which approximates the market value. The bonds
bear interest at 4.1 percent and mature in August 2019.
NOTE 4 - DUE TO STOCKHOLDER
Due to stockholder represents unsecured, non-interest bearing advances due to
one of the stockholders, payable on demand.
NOTE 5 - OTHER RELATED PARTY TRANSACTIONS
For the year ended December 31, 1994, the Company incurred $48,923 in physicians
fees to a medical practice owned by the stockholders.
NOTE 6 - LITIGATION
The Company is involved in routine litigation incident to its business. In the
opinion of management, none of these proceedings will have a material adverse
effect on the Company s financial position.
NOTE 7 - SUBSEQUENT EVENT
In September 1995, the Company entered into an agreement with Vivra
Incorporated (a publicly held corporation), for the sale of substantially all of
the assets of the Company for a price of six million in cash plus assumption of
all obligations of the Company.
-6-
<PAGE>
VIVRA Inc.
Pro-Forma Financial Information
(In thousands)
For the Year Ended November 30, 1994
------------------------------------
<TABLE>
<CAPTION>
Actual As Adjusted(1)
------ -----------
<S> <C> <C>
Revenues, net $286,519 $337,119
Costs and expenses 236,109 282,542
-------- --------
Pre-tax Income 50,410 54,577
Income Taxes(2) 20,668 22,376
-------- --------
After-tax 29,742 32,201
Gain on Disc. Ops. 697 697
-------- --------
Net Earnings $ 30,439 $ 32,898
-------- --------
Earnings per share $1.45 $1.52
</TABLE>
For the Nine Months Ended August 31, 1995
-----------------------------------------
<TABLE>
<S> <C> <C>
Revenues, net $265,708 $280,120
Costs and expenses 218,480 231,896
-------- --------
Pre-tax Income 47,228 48,224
Income Taxes(3) 18,431 18,829
-------- --------
Net Earnings $ 28,797 $ 29,395
-------- --------
Earnings per share $1.25 $1.28
</TABLE>
- --------------------
(1) Adjusted to give effect to a number of unrelated acquisitions by the
Registrant and its subsidiaries, none of which was individually material.
(2) Assumes a tax rate of 41.00%.
(3) Assumes a tax rate of 40.00%.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
of Vivra Incorporated on Post-Effective Amendment No. 1 to Form S-4 (File No.
33-85736) dated March 21, 1995, Form S-8 (File No. 33-60513) dated June 23,
1995, Form S-8 (File No. 33-98246) dated August 17, 1994, and Amendment No. 1 to
Form S-3 (File No. 33-80030) dated June 20, 1994, of our report dated November
8, 1995, on our audit of the financial statements of Burlington County Dialysis
Center, Inc. as of and for the year ended December 31, 1994 included in the Form
8-K of Vivra Incorporated filed with the Securities and Exchange Commission.
FISHER, VAN SCIVER & CO., P.C.
Cherry Hill, New Jersey
November 16, 1995
<PAGE>
EXHIBIT 23.2
HERMAN MOSKOWITZ, C.P.A., P.A.
- --------------------------------------------------------------------------------
CERTIFIED PUBLIC ACCOUNTANT 450 NORTH PARK ROAD
SUITE 710
HOLLYWOOD, FL 33021
TEL 305-983-6500
FAX 305-983-6155
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements of
Vivra Incorporated on Post-Effective Amendment No. 1 to Form S-4 (File No.
(33-85736) dated March 21, 1995, Form S-8 (File No. 33-60513) dated June 23,
1995, Form S-8 (File No. 33-98246) dated August 17, 1994, and Amendment No. 1 to
Form S3 (File No. 33-80030) dated June 20, 1994, of our report dated November
28, 1995, on our audit of the financial statements of OB-GYN NET, INC. as of and
for the year ended December 31, 1994 included in the Form 8-K of VIVRA
Incorporated filed with the Securities and Exchange Commission.
HERMAN MOSKOWITZ, C.P.A., P.A.
Herman Moskowitz, C.P.A., P.A.
450 North Park Road, Suite 710
Hollywood, Florida 33021
November 28, 1995
