Filed Pursuant to Rules 424(b)(3) and
424(c) of the Securities Act of 1933
Registration No. 333-31987
Prospectus Supplement
---------------------
Supplement to Prospectus
dated
August 4, 1997
as supplemented on August 14, 1997
THERMEDICS DETECTION INC.
643,500 Shares of
Common Stock
This prospectus supplement relates to 643,500 shares of Common
Stock, par value $.10 per share, of Thermedics Detection Inc. (the
"Company").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesman or any other person has been authorized to
give any information or to make any representations in connection
with this offering other than those contained in this Prospectus
and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or by any
other person. All information contained in this Prospectus is as
of the date of this Prospectus. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any security other than the securities covered by this Prospectus,
nor does it constitute an offer to or solicitation of any person in
any jurisdiction in which such offer or solicitation may not be
lawfully made. Neither the delivery of this Prospectus nor any
sale or distribution made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs
of the Company since the date hereof.
---------------------------------------------------------
February 2, 1998
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------------
FORM 10-Q
(mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Quarter Ended
September 27, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission File Number 1-12745
THERMEDICS DETECTION INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-3106698
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 Mill Road
Chelmsford, Massachusetts 01824-4178
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(617) 622-1000
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 [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of Common Stock, as of the latest
practicable date.
Class Outstanding at September 27, 1997
---------------------------- ---------------------------------
Common Stock, $.10 par value 13,355,459
2
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
-----------------------------
THERMEDICS DETECTION INC.
Consolidated Balance Sheet
(Unaudited)
Assets
September 27, December 28,
(In thousands) 1997 1996
----------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 43,429 $ 13,484
Accounts receivable, less allowances
of $793 and $1,215 9,611 9,387
Inventories:
Raw materials 7,028 6,135
Work in process and finished goods 4,825 2,965
Prepaid and refundable income taxes 2,257 2,173
Prepaid expenses 817 547
-------- --------
67,967 34,691
-------- --------
Property, Plant, and Equipment, at Cost 6,101 5,683
Less: Accumulated depreciation and
amortization 4,615 3,899
-------- --------
1,486 1,784
-------- --------
Cost in Excess of Net Assets of Acquired
Companies 15,649 16,694
-------- --------
Other Assets 301 314
-------- --------
$ 85,403 $ 53,483
======== ========
3
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<PAGE>
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
September 27, December 28,
(In thousands except share amounts) 1997 1996
-----------------------------------------------------------------
Current Liabilities:
Promissory note to parent company $ 21,200 $ -
Accounts payable 2,236 3,030
Accrued payroll and employee benefits 1,269 1,375
Accrued installation and warranty
expenses 941 1,413
Deferred revenue 1,867 1,281
Customer deposits 680 637
Accrued income taxes 2,078 334
Other accrued expenses 2,228 3,102
Due to parent company and
Thermo Electron Corporation 700 161
-------- --------
33,199 11,333
-------- --------
Deferred Income Taxes 40 40
-------- --------
Promissory Note to Parent Company - 21,200
-------- --------
Shareholders' Investment (Note 2):
Common stock, $.10 par value, 50,000,000
shares authorized; 13,355,459 and
10,683,500 shares issued and outstanding 1,336 1,068
Capital in excess of par value 40,990 13,130
Retained earnings 11,261 7,136
Cumulative translation adjustment (1,423) (424)
-------- --------
52,164 20,910
-------- --------
$ 85,403 $ 53,483
======== ========
The accompanying notes are an integral part of these consolidated
financial statements.
4
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<PAGE>
Consolidated Statement of Operations
(Unaudited)
Three Months Ended
-----------------------------
September 27, September 28,
(In thousands except per share amounts) 1997 1996
------------------------------------------------------------------
Revenues:
Product revenues $ 9,606 $ 8,057
Service revenues 3,026 3,060
------- -------
12,632 11,117
------- -------
Costs and Operating Expenses:
Cost of product revenues 4,128 3,742
Cost of service revenues 1,854 1,828
Selling, general, and administrative
expenses 2,850 2,746
Research and development expenses 1,297 1,275
------- -------
10,129 9,591
------- -------
Operating Income 2,503 1,526
Interest Income 602 61
Interest Expense, Related Party (311) (345)
Other Income (Expense), Net 16 (95)
------- ------
Income Before Income Taxes 2,810 1,147
Income Tax Provision 1,124 442
------- -------
Net Income $ 1,686 $ 705
======= =======
Earnings per Share $ .13 $ .07
======= =======
Weighted Average Shares 13,355 10,342
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
5
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<PAGE>
Consolidated Statement of Operations
(Unaudited)
Nine Months Ended
-----------------------------
September 27, September 28,
(In thousands except per share amounts) 1997 1996
------------------------------------------------------------------------
Revenues:
Product revenues $27,445 $21,338
Service revenues 10,013 9,228
------- -------
37,458 30,566
------- -------
Costs and Operating Expenses:
Cost of product revenues 12,649 11,488
Cost of service revenues 5,306 5,340
Selling, general, and administrative
expenses 9,422 11,081
Research and development expenses 3,742 3,654
------- -------
31,119 31,563
------- -------
Operating Income (Loss) 6,339 (997)
Interest Income 1,461 117
Interest Expense, Related Party (934) (818)
Other Income (Expense), Net 9 (15)
------- -------
Income (Loss) Before Income Taxes 6,875 (1,713)
Income Tax (Provision) Benefit (2,750) 650
------- -------
Net Income (Loss) $ 4,125 $(1,063)
======= =======
Earnings (Loss) per Share $ .33 $ (.10)
======= =======
Weighted Average Shares 12,562 10,261
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
6
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<PAGE>
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
----------------------------
September 27, September 28,
(In thousands) 1997 1996
------------------------------------------------------------------------
Operating Activities:
Net income (loss) $ 4,125 $(1,063)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 1,132 2,034
Provision for losses on accounts
receivable 84 187
Other noncash expenses 276 1,347
Changes in current accounts, excluding
the effects of acquisitions:
Accounts receivable (546) (892)
Inventories (3,065) 1,801
Other current assets (420) (713)
Accounts payable (758) 139
Other current liabilities 1,556 2,197
------- -------
Net cash provided by operating activities 2,384 5,037
------- -------
Investing Activities:
Acquisitions, net of cash acquired - (21,975)
Purchases of property, plant, and equipment (553) (543)
Other 89 34
------- -------
Net cash used in investing activities (464) (22,484)
------- -------
Financing Activities:
Net proceeds from issuance of Company
common stock (Note 2) 28,122 3,000
Proceeds from issuance of promissory note to
parent company - 21,200
Transfers to parent company and additional
capital contributions, net - 120
Other (48) 21
------- -------
Net cash provided by financing activities 28,074 24,341
------- -------
Exchange Rate Effect on Cash (49) (87)
------- -------
Increase in Cash and Cash Equivalents 29,945 6,807
Cash and Cash Equivalents at Beginning of
Period 13,484 1,282
------- -------
Cash and Cash Equivalents at End of Period $43,429 $ 8,089
======= =======
Noncash Activities:
Fair value of assets of acquired companies $ - $24,328
Cash paid for acquired companies - (21,668)
------- -------
Liabilities assumed of acquired companies $ - $ 2,660
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
7
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<PAGE>
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have
been prepared by Thermedics Detection Inc. (the Company) without
audit and, in the opinion of management, reflect all adjustments
of a normal recurring nature necessary for a fair statement of
the financial position at September 27, 1997, the results of
operations for the three- and nine-month periods ended September
27, 1997, and September 28, 1996, and the cash flows for the
nine-month periods ended September 27, 1997, and September 28,
1996. Interim results are not necessarily indicative of results
for a full year.
The consolidated balance sheet presented as of December 28,
1996, has been derived from the consolidated financial statements
that have been audited by the Company's independent public
accountants. The consolidated financial statements and notes are
presented as permitted by Form 10-Q and do not contain certain
information included in the annual consolidated financial
statements and notes of the Company. The consolidated financial
statements and notes included herein should be read in
conjunction with the consolidated financial statements and notes
included in the Company's Registration Statement on Form S-1
(File No. 333-31987), filed with the Securities and Exchange
Commission.
2. Initial Public Offering
In March 1997, the Company sold 2,671,292 shares of its
common stock in an initial public offering at $11.50 per share
for net proceeds of $28.1 million. Following the offering,
Thermedics Inc. (Thermedics) owned approximately 75% of the
Company's outstanding common stock.
3. Presentation
Certain amounts in 1996 have been reclassified to conform to
the 1997 financial statement presentation.
Item 2 - Management's Discussion and Analysis of Financial
----------------------------------------------------------
Condition and Results of Operations
-----------------------------------
Forward-looking statements, within the meaning of Section 21E
of the Securities Exchange Act of 1934, are made throughout this
Management's Discussion and Analysis of Financial Condition and
Results of Operations. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed
to be forward-looking statements. Without limiting the foregoing,
the words "believes," "anticipates," "plans," "expects," "seeks,"
"estimates," and similar expressions are intended to identify
forward-looking statements. There are a number of important
8
PAGE
<PAGE>
factors that could cause the results of the Company to differ
materially from those indicated by such forward-looking
statements, including those detailed under the caption "Risk
Factors" included in the Company's Registration Statement on Form
S-1 (File No. 333-31987), filed with the Securities and Exchange
Commission.
Overview
The Company develops, manufactures, and markets high-speed
detection and measurement systems used in on-line industrial
process applications, explosives detection, and laboratory
analysis. The Company's industrial process systems use ultratrace
chemical detectors, high-speed gas
chromatography, X-ray imaging, near-infrared spectroscopy, and
other technologies for quality assurance of in-process and
finished products,
primarily in the food, beverage, pharmaceutical, forest products,
chemical, and other consumer products industries. The Company's
explosives-detection equipment uses simultaneous trace particle-
and vapor-detection techniques based on its proprietary
chemiluminescence and high-speed gas chromatography technologies.
Customers use the Company's explosives-detection equipment to
detect plastic and other explosives at airports and border
crossings, for other high-security screening applications, and
for forensics and search applications.
Historically, the Company's principal product lines were
process detection systems, including Alexus(R) systems used to
assure the quality of refillable plastic containers, and EGIS(R)
explosives detectors. The Company expanded its product lines to
include moisture analysis equipment through its acquisition of
Moisture Systems Corporation and Rutter & Co. B.V. (collectively,
Moisture Systems) in January 1996, and also introduced its
InScan(TM) high-speed X-ray imaging systems (InScan systems) and
Flash-GC(TM) gas chromatography systems (Flash-GC systems) in
1996. The Company has also recently introduced Rampart(TM), the
latest portable trace-detection system that incorporates the
advanced Flash-GC technology in tandem with a highly sensitive
chemiluminescence detector. The Company also performs contract
research and development services for government and industry
customers and earns service revenues through long-term contracts.
A substantial portion of the Company's sales are derived from
sales of products outside the United States, through export sales
and sales by the Company's foreign subsidiaries. Although the
Company seeks to charge its customers in the same currency as its
operating costs, the Company's financial performance and
competitive position can be affected by currency exchange-rate
fluctuations. The Company expects an increase in the percentage
of its revenues derived from international operations.
Results of Operations
9
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<PAGE>
Third Quarter 1997 Compared With Third Quarter 1996
---------------------------------------------------
Revenues in the third quarter of 1997 increased 14% to $12.6
million from $11.1 million in the third quarter of 1996. Product
revenues increased 19% to $9.6 million in 1997 from $8.1 million
in 1996, while service revenues remained relatively constant at
$3.0 million in 1997 and $3.1 million in 1996. Revenues from the
Company's process detection instruments and related services
increased to $5.0 million in 1997 from $4.1 million in 1996,
primarily due to Alexus revenues of $1.5 million from the
continued fulfillment of a mandated product-line upgrade from The
Coca-Cola Company to its existing installed base and, to a lesser
extent, increased shipments of the Company's InScan systems,
which were introduced in 1996. This increase was offset in part
by a decrease in demand from The Coca-Cola Company for new Alexus
installations in 1997. Revenues from the mandated product-line
upgrade are expected to continue through the fourth quarter of
1997. Revenues from the Company's EGIS explosives-detection
systems and related services increased to $2.8 million in 1997
from $1.7 million in 1996, primarily due to $1.5 million of
shipments under a $5.8 million contract with the U.S. Federal
Aviation Administration (FAA), which was awarded to the Company
in May 1997, offset in part by a decrease in overseas demand in
1997. Product shipments from this contract are expected to
continue through the first quarter of 1998. Revenues from the
Company's Moisture Systems subsidiary decreased 18% to $4.0
million in 1997 from $4.8 million in 1996, primarily due to a
slowdown in product demand in Europe.
The gross profit margin increased to 53% in the third quarter
of 1997 from 50% in the third quarter of 1996. The gross profit
margin on product revenues increased to 57% in 1997 from 54% in
1996, primarily due to a change in product mix to higher-margin
revenues from The Coca-Cola Company's mandated product-line
upgrade, offset in part by increased distribution costs related
to certain international sales of EGIS explosives-detection
systems. The gross profit margin on service revenues decreased to
39% in 1997 from 40% in 1996, primarily due to increased European
field service costs.
Selling, general, and administrative expenses as a percentage
of revenues decreased to 23% in the third quarter of 1997 from
25% in the third quarter of 1996, primarily due to an increase in
revenues. Research and development expenses remained unchanged at
$1.3 million in the third quarter of 1997 and 1996.
Interest income increased to $0.6 million in the third
quarter of 1997 from $0.1 million in the third quarter of 1996,
primarily due to interest income earned on invested proceeds from
the Company's March 1997 initial public offering (Note 2).
Third Quarter 1997 Compared With Third Quarter 1996 (continued)
---------------------------------------------------
10
PAGE
<PAGE>
Interest expense, related party, of $0.3 million in the third
quarter of 1997 and 1996 reflects the issuance of a $21.2 million
promissory note to Thermedics Inc. (Thermedics) in connection
with the January 1996 acquisition of Moisture Systems. This note
is due March 1998, and bears interest at the 90-day Commercial
Paper Composite Rate plus 25 basis points, set at the beginning
of each quarter.
The effective tax rates were 40% and 39% in the third quarter
of 1997 and 1996, respectively. The effective tax rates in both
periods exceeded the statutory federal income tax rate primarily
due to the impact of state income taxes.
First Nine Months 1997 Compared With First Nine Months 1996
-----------------------------------------------------------
Revenues in the first nine months of 1997 increased 23% to
$37.5 million from $30.6 million in the first nine months of
1996. Product revenues increased 29% to $27.4 million in 1997
from $21.3 million in 1996, while service revenues increased 9%
to $10.0 million in 1997 from $9.2 million in 1996. Revenues from
the Company's process detection instruments and related services
increased to $16.5 million in 1997 from $10.7 million in 1996,
primarily due to Alexus revenues of $5.4 million from the
continued fulfillment of a mandated product-line upgrade from The
Coca-Cola Company to its existing installed base and, to a lesser
extent, increased shipments of the Company's InScan systems,
which were introduced in 1996. Revenues from the Company's EGIS
explosives- detection systems and related services increased to
$7.0 million in 1997 from $6.0 million in 1996, primarily due to
$1.5 million of shipments under the Company's contract with the
FAA, offset in part by a decrease in overseas demand in 1997.
Revenues from the Company's Moisture Systems subsidiary, acquired
in January 1996, decreased to $11.6 million in 1997 from $12.1
million in 1996, primarily due to a slowdown in product demand in
Europe in 1997, offset in part by the inclusion of revenues for
the full nine months of 1997.
The gross profit margin increased to 52% in the first nine
months of 1997 from 45% in the first nine months of 1996. The
gross profit margin on product revenues increased to 54% in 1997
from 46% in 1996, primarily due to a change in product mix to
higher-margin revenues from The Coca-Cola Company's mandated
product-line upgrade, as well as the inclusion of higher-margin
revenues from Moisture Systems for the full nine months of 1997.
To a lesser extent, the increase also resulted from the inclusion
of an $0.8 million charge in the second quarter of 1996 as a
result of obsolescence created by planned product changes. The
gross profit margin on service revenues increased to 47% in 1997
from 42% in 1996, primarily due to increased field service
efficiencies and, to a lesser extent, the change in sales mix to
First Nine Months 1997 Compared With First Nine Months 1996
-----------------------------------------------------------
(continued)
11
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<PAGE>
higher-margin service revenues from Moisture Systems for the full
nine months of 1997.
Selling, general, and administrative expenses as a percentage
of revenues decreased to 25% in the first nine months of 1997
from 36% in the first nine months of 1996. The decline was
primarily due to nonrecurring costs in the 1996 period related to
a reduction in personnel, a reduction in leased space, and other
adjustments in response to lower sales volume of process
detection instruments and, to a lesser extent, an increase in
revenues in 1997. This decrease was offset in part by increased
selling expenses as the Company develops a sales force for its
InScan and Flash-GC systems. Research and development expenses
remained relatively constant at $3.7 million in the first nine
months of 1997 and 1996.
Interest income increased to $1.5 million in the first nine
months of 1997 from $0.1 million in the first nine months of
1996, primarily due to the reason discussed in the results of
operations for the third quarter.
Interest expense, related party, of $0.9 million and $0.8
million in the first nine months of 1997 and 1996, respectively,
remained relatively unchanged. The related debt was discussed in
the results of operations for the third quarter.
The effective tax rates were 40% and 38% in the first nine
months of 1997 and 1996, respectively. The effective tax rates in
both periods exceeded the statutory federal income tax rate
primarily due to the impact of state income taxes. The effective
tax rate increased in 1997 due to a change in the mix of income
within foreign tax jurisdictions.
Liquidity and Capital Resources
Consolidated working capital was $34.8 million at September
27, 1997, compared with $23.4 million at December 28, 1996.
Included in working capital are cash and cash equivalents of
$43.4 million at September 27, 1997, compared with $13.5 million
at December 28, 1996.
During the first nine months of 1997, $2.4 million of cash
was provided by operating activities. During this period, cash of
$3.1 million was used to fund an increase in inventories
primarily relating to an order received from the FAA. This use of
cash was offset in part by $1.6 million of cash provided by an
increase in other current liabilities, including $1.7 million of
accrued income taxes.
During the first nine months of 1997, the Company expended
$0.6 million on purchases of property, plant, and equipment.
During the remainder of 1997, the Company expects to make capital
expenditures of approximately $0.1 million.
12
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<PAGE>
In March 1997, the Company sold 2,671,292 shares of its
common stock in an initial public offering for net proceeds of
$28.1 million (Note 2).
Although the Company expects to have positive cash flow from
its existing operations, the Company anticipates it will require
significant amounts of cash for the possible acquisition of
complementary businesses and technologies. While the Company
currently has no agreement to make an acquisition, it expects
that it would finance any acquisition through a combination of
internal funds, additional debt or equity financing, and/or
short-term borrowings from Thermedics or Thermo Electron
Corporation, although it has no agreement with these companies to
ensure that funds will be available on acceptable terms or at
all. The Company believes that its existing resources are
sufficient to meet the capital requirements of its existing
businesses for the foreseeable future.
13
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<PAGE>
THERMEDICS DETECTION INC.
PART III- OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
---------------------------------------------------
(d) Use of Proceeds
The Company sold 2,671,000 shares of common stock, par value
$.01 per share pursuant to a Registration Statement on Form S-1
(File No. 333-19199), which was declared effective by the
Securities and Exchange Commission on February 21, 1997. The
managing underwriters of the offering were NatWest Securities
Limited and Lehman Brothers. The aggregate gross proceeds of the
offering were $30,720,000. The Company's total expenses in
connection with the offering were $2,598,000, of which $1,718,000
was for underwriting discounts and commissions and $880,000 was
for other expenses paid to persons other than directors or
officers of the Company, persons owning more than 10 percent of
any class of equity securities of the Company or affiliates of
the Company (collectively, Affiliates). The Company's net
proceeds from the offering were $28,122,000. As of September 27,
1997, the Company expended $422,000 of such net proceeds for the
purchase of property, plant, and equipment, $2,671,000 for
research and development, and $7,689,000 for working capital
needs. As of September 27, 1997, the Company had expended an
aggregate of $10,782,000 of such net proceeds. The Company
invested, from time to time, the balance of such net proceeds
primarily in investment grade interest or dividend bearing
instruments. As of September 27, 1997, $17,340,000 was invested
pursuant to a repurchase agreement with Thermo Electron
Corporation. As of September 27, 1997, the Company had
$43,429,000 of cash and cash equivalents.
Items 6 - Exhibits
------------------
See Exhibit Index on the page immediately preceding exhibits.
14
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<PAGE>
THERMEDICS DETECTION INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registration has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized
as of the 31st day of October, 1997.
THERMEDICS DETECTION INC.
/s/ Paul F. Kelleher
----------------------------
Paul F. Kelleher
Chief Accounting Officer
/s/ John N. Hatsopoulos
-----------------------------
John N. Hatsopoulos
Vice President and Chief
Financial Officer
15
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<PAGE>
THERMEDICS DETECTION INC.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
----------------------------------------------------------------
11 Statement re: Computation of Earnings (Loss) per
Share.
16
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<PAGE>
Exhibit 11
THERMEDICS DETECTION INC.
Computation of Earnings (Loss) per Share
Three Months Ended
----------------------------
September 27, September 28,
1997 1996
-----------------------------------------------------------------------
Computation of Primary Earnings per Share:
Net Income (a) $ 1,686,000 $ 705,000
----------- -----------
Shares:
Weighted average shares outstanding 13,355,151 10,300,000
Add: Shares issuable from assumed exercise
of options (as determined by the
application of the treasury stock
method) - 42,026
----------- -----------
Weighted average shares outstanding, as
adjusted (b) 13,355,151 10,342,026
----------- -----------
Primary Earnings per Share (a) / (b) $ .13 $ .07
=========== ===========
17
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<PAGE>
Exhibit 11
THERMEDICS DETECTION INC.
Computation of Earnings (Loss) per Share (continued)
Nine Months Ended
----------------------------
September 27, September 28,
1997 1996
-----------------------------------------------------------------------
Computation of Primary Earnings (Loss)
per Share:
Net Income (Loss) (a) $ 4,125,000 $(1,063,000)
----------- -----------
Shares:
Weighted average shares outstanding 12,561,957 10,210,989
Add: Shares issuable from assumed exercise
of options (as determined by the
application of the treasury stock
method) - 49,980
----------- -----------
Weighted average shares outstanding, as
adjusted (b) 12,561,957 10,260,969
----------- -----------
Primary Earnings (Loss) per Share (a) / (b) $ .33 $ (.10)
=========== ===========
AA980270043
