<PAGE>
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
<PAGE>
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
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<TABLE>
Vivra Incorporated
Condensed Consolidated Balance Sheets
(in thousands)
<CAPTION>
August 31, Nov. 30
1996 1995
---------------------------
(Note A)
<S> <C> <C>
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
</TABLE>
Page 3 of 13
<PAGE>
<TABLE>
Vivra Incorporated
Condensed Consolidated Statements of Earnings
(in thousands, except per share amounts)
<CAPTION>
Three Months Ended Nine Months Ended
August 31, August 31,
1996 1995 1996 1995
------------------------------ -----------------------------
<S> <C> <C> <C> <C>
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
</TABLE>
Page 4 of 13
<PAGE>
<TABLE>
Vivra Incorporated
Condensed Consolidated Statements of Cash Flows
(in thousands)
<CAPTION>
Nine Months Ended
August 31,
1996 1995
-------------------------------
<S> <C> <C>
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
===============================
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 5 of 13
<PAGE>
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:
<TABLE>
<CAPTION>
VIVRA PORTSMOUTH ALTSCHULER COMBINED
<S> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
VIVRA INCORPORATED
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
11. Computation of Earnings Per Share 13
27. Financial Data Schedule
Page 12 of 13
<PAGE>
<PAGE>
EXHIBIT 11
<TABLE>
VIVRA INCORPORATED
COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts)
<CAPTION>
Three Months Ended Nine Months Ended
August 31, August 31,
1996 1995 1996 1995
------------------------------- ----------------------------
<S> <C> <C> <C> <C>
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
========== ========== ========== ==========
<FN>
- -------------
* 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.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> AUG-31-1996
<CASH> 104,004
<SECURITIES> 67,128
<RECEIVABLES> 103,433
<ALLOWANCES> 15,732
<INVENTORY> 12,248
<CURRENT-ASSETS> 288,906
<PP&E> 135,205
<DEPRECIATION> 48,649
<TOTAL-ASSETS> 629,379
<CURRENT-LIABILITIES> 75,232
<BONDS> 160,887
0
0
<COMMON> 399
<OTHER-SE> 385,244
<TOTAL-LIABILITY-AND-EQUITY> 629,379
<SALES> 364,388
<TOTAL-REVENUES> 372,531
<CGS> 259,309
<TOTAL-COSTS> 259,309
<OTHER-EXPENSES> 52,288
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,383
<INCOME-PRETAX> 59,551
<INCOME-TAX> 22,658
<INCOME-CONTINUING> 36,826
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,826
<EPS-PRIMARY> .93
<EPS-DILUTED> .93
</TABLE>
