-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EMQV8lS70+YRd3Kn5L2EqlQs5y/1Y26arJbnJaSEekJPtPos88tyUwlbiMnXEHdD Og//O3+RMzWYqoj+lYCEAQ== 0000890613-95-000079.txt : 19950605 0000890613-95-000079.hdr.sgml : 19950605 ACCESSION NUMBER: 0000890613-95-000079 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950519 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950602 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHSOUTH CORP CENTRAL INDEX KEY: 0000785161 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 630860407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10315 FILM NUMBER: 95544675 BUSINESS ADDRESS: STREET 1: TWO PERIMETER PARK S STREET 2: STE 224W CITY: BIRMINGHAM STATE: AL ZIP: 35243 BUSINESS PHONE: 2059677116 MAIL ADDRESS: STREET 1: TWO PERIMETER PARK SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35243 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSOUTH REHABILITATION CORP DATE OF NAME CHANGE: 19920703 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A Amendment No. 5 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 19, 1995 HEALTHSOUTH Corporation ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 1-10315 63-0860407 ---------------------------- ------------ ------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of Incorporation File Number) Identification No.) or Organization) Two Perimeter Park South Birmingham, Alabama 35243 ------------------------ ---------- (Address of Principal (Zip Code) Executive Offices) Registrant's Telephone Number, (205) 967-7116 Including Area Code: Item 2. ACQUISITION OR DISPOSITION OF ASSETS On May 19, 1995, HEALTHSOUTH Corporation, a Delaware corporation (the "Company"), purchased all of the issued and outstanding capital stock of Rehab Systems Company, a wholly-owned second-tier subsidiary of NovaCare, Inc., a Delaware corporation ("NovaCare"), through which NovaCare's rehabilitation hospital division was operated, pursuant to a Stock Purchase Agreement between the Company and NovaCare, Inc. Under the terms of the Stock Purchase Agreement, the Company purchased the capital stock of Rehab Systems Company for $215 million in cash and the assumption of approximately $20 million in long-term debt for a total consideration of approximately $235 million. In accordance with the Stock Purchase Agreement, certain assets were retained by and certain liabilities were transferred to NovaCare. The acquisition was funded by an increase in the Company's existing bank credit facilities. As a result of this transaction, the Company acquired 11 rehabilitation hospitals in 7 states, 12 other rehabilitation facilities and two Certificates of Need. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. The required audited consolidated financial statements of the acquired business, Rehab Systems Company, for the fiscal year ended June 30, 1994, and the unaudited consolidated financial statements of the acquired business for the six months ended December 31, 1994, were filed with Amendment No. 4 to this Current Report on Form 8-K/A, and are hereby incorporated herein by reference. (b) Pro Forma Financial Information. The required pro forma financial information listed on the Index to Financial Statements included in this Current Report on Form 8-K/A, Amendment No. 5, is herewith filed. (c) Exhibits 2. Stock Purchase Agreement, dated February 3, 1995, among HEALTHSOUTH Corporation, NovaCare, Inc., and NC Resources, Inc., filed as Exhibit (2)-5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, is hereby incorporated herein by reference. 2 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 hereunto duly authorized. Date: June 2, 1995. HEALTHSOUTH Corporation By /s/ ANTHONY J. TANNER --------------------------- Anthony J. Tanner Executive Vice President and Secretary 3 HEALTHSOUTH Corporation Pro Forma Consolidated Financial Information Index to Financial Statements
Page Pro Forma Condensed Financial Information.................................................................. 5 Pro Forma Condensed Combined Balance Sheet (Unaudited) at December 31, 1994....................................................................... 6 Pro Forma Condensed Combined Income Statement (Unaudited) for the Year Ended December 31, 1994....................................................... 7 Pro Forma Condensed Combined Income Statement (Unaudited) for the Year Ended December 31, 1993....................................................... 8 Pro Forma Condensed Combined Income Statement (Unaudited) for the Year Ended December 31, 1992....................................................... 9 Notes to Pro Forma Condensed Financial Information......................................................... 10
4 PRO FORMA CONDENSED FINANCIAL INFORMATION The following pro forma condensed financial information and explanatory notes are presented to reflect the effect of the proposed merger (the "Merger") of Surgical Health Corporation ("SHC") with a wholly-owned subsidiary of HEALTHSOUTH Corporation ("HEALTHSOUTH") on the historical financial statements of HEALTHSOUTH and SHC. The Merger is reflected in the pro forma condensed financial information as a pooling of interests. The HEALTHSOUTH historical amounts reflect the combination of HEALTHSOUTH and ReLife, Inc. ("ReLife") for all periods presented, as HEALTHSOUTH acquired ReLife in December 1994 in a transaction accounted for as a pooling of interests. In addition, the pro forma condensed financial information reflects the impact of the acquisition from NovaCare, Inc. ("NovaCare") by HEALTHSOUTH of 11 rehabilitation hospitals, 12 other facilities and two Certificates of Need (the "NovaCare Rehabilitation Hospitals Acquisition") on the results of operations and financial position for the year ended December 31, 1994. Prior to the NovaCare Rehabilitation Hospitals Acquisition, which was consummated in the second quarter of 1995, these facilities were operated by a wholly-owned second-tier subsidiary of NovaCare, Rehab Systems Company ("RSC"). The pro forma condensed balance sheet assumes that the Merger was consummated on December 31, 1994, and the pro forma condensed income statements assume that the SHC Merger was consummated on January 1, 1992. The assumptions are described in the accompanying Notes to Pro Forma Condensed Financial Information. All HEALTHSOUTH shares outstanding and per share amounts have been adjusted to reflect a two-for-one stock split effected in the form of a 100 percent stock dividend payable on April 17, 1995. The pro forma information should be read in conjunction with the historical financial statements of HEALTHSOUTH, SHC and RSC and the related notes thereto included in documents incorporated in HEALTHSOUTH's Registration Statement on Form S-4 (Registration No. 33-57987) by reference. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations or combined financial position that would have resulted had the Merger and other acquisitions described above been consummated at the dates indicated, nor is it necessarily indicative of the results of operations of future periods or future combined financial position. 5 HEALTHSOUTH Corporation and Subsidiaries Pro Forma Condensed Combined Balance Sheet (Unaudited) December 31, 1994
Acquisition --------------------------------------- Pro Forma Pro Forma Pro Forma Pro Forma HEALTHSOUTH NovaCare Adjustments Combined SHC Adjustments Combined ----------- --------- ----------- --------- ------- ----------- --------- (In thousands) ASSETS Current assets: Cash and cash equivalents $ 65,949 $ 8,858 $ (4,973) (1) $ 69,834 $ 2,786 $ 0 $ 72,620 Other marketable securities 16,628 0 0 16,628 0 0 16,628 Accounts receivable 222,720 42,608 (259) (1) 265,069 19,939 0 285,008 Inventories, prepaid expenses and other current assets 90,663 5,515 (42) (1) 96,136 6,517 0 102,653 ------ ----- ------ ------ ----- ------ ------- Total current assets 395,960 56,981 (5,274) 447,667 29,242 0 476,909 Other assets 41,932 49,844 (40,637) (1) 51,139 1,142 0 52,281 Property, plant and equipment, net 789,538 38,724 (1,719) (1) 946,543 67,834 0 1,014,377 120,000 (2) Intangible assets, net 324,904 62,447 (1,242) (1) 364,103 85,784 (2,856) (1) 447,031 (22,006) (2) ------ ----- ------ ------ ----- ------ ------- Total assets $1,552,334 $ 207,997 $ 49,122 $1,809,452 $ 184,002 $ (2,856) $1,990,598 ========== ======= ====== ========= ======= ====== ========= LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $ 83,180 $ 20,347 $ (454) (1) $ 103,073 $ 3,973 $ 4,000 (2) $ 111,046 Salaries and wages payable 32,672 0 0 32,672 1,430 0 34,102 Accrued interest payable and other liabilities 46,714 672 (275) 47,111 9,208 (1,560) (2) 47,698 (7,061) (1) Current portion of long-term debt 14,713 1,732 (146) (1) 16,299 1,985 0 18,284 ------ ----- ------ ------ ----- ------ ------- Total current liabilities 177,279 22,751 (875) 199,155 16,596 (4,621) 211,130 Long-term debt 930,061 56,756 (38,620) (1) 1,163,197 87,635 11,250 (1) 1,262,082 215,000 (2) Deferred income taxes 7,882 0 0 7,882 713 0 8,595 Other long-term liabilities 5,655 0 0 5,655 2,743 0 8,398 Payable to affiliates 0 92,377 (92,377) (1) 0 0 0 0 Deferred revenue 7,526 736 0 8,262 0 0 8,262 Minority interests (2,203) 1,370 0 0 3,034 (3,034) (3) 0 Redeemable common stock and warrants 0 0 0 0 26,569 (26,569) (3) 0 Redeemable convertible preferred stock 0 Stockholders' equity: Preferred Stock, $.10 par 0 0 0 0 0 0 Common Stock, $.01 par 342 0 0 342 54 (15) (3) 381 Additional paid-in capital 306,565 34,006 83,000 (1) 306,565 33,392 29,618 (3) 369,575 (117,006) (2) Retained earnings 137,027 0 0 137,027 737 (2,440) (2) 128,279 Treasury stock (323) 0 0 (323) 0 0 (323) Receivable from Employee Stock Ownership Plan (17,477) 0 0 (17,477) 0 0 (17,477) ------- ------ ------- ------- ------ ------ ------- Total stockholders' equity 426,134 34,006 (34,006) 426,134 34,183 20,118 480,435 ------- ------ ------- ------- ------ ------ ------- Total liabilities and stock- holders' equity $1,552,334 $ 207,996 $ 49,122 $1,809,452 $ 184,002 $ (2,856) $1,990,598 ========== ========= ======== ========= ======== ======== =========
See accompanying notes. 6 HEALTHSOUTH Corporation and Subsidiaries Pro Forma Condensed Combined Income Statement (Unaudited) Year Ended December 31, 1994
Acquisition --------------------------------------- Pro Forma Pro Forma Pro Forma Pro Forma HEALTHSOUTH NovaCare Adjustments Combined SHC Adjustments Combined ----------- -------- ----------- --------- ------- ----------- ---------- (In thousands, except per share amounts) --------------------------------------- Revenues $1,127,441 $ 142,548 $ 5,455 (6) $1,275,444 $ 108,749 $ 0 $1,384,193 Operating expenses: Operating units 835,888 128,233 (12,406) (3) 951,715 70,824 0 1,022,539 Corporate general and administrative 37,139 0 0 37,139 8,756 0 45,895 Provision for doubtful accounts 20,583 1,269 0 21,852 3,156 0 25,008 Depreciation and amortization 75,588 7,041 (1,918) (1) 86,161 11,090 0 97,251 5,450 (4) Interest expense 57,255 11,096 8,457 (5) 76,808 8,031 (728) (1) 84,111 Interest income (4,224) 0 0 (4,224) (84) 0 (4,308) Merger expenses 2,949 0 0 2,949 3,571 0 6,520 Loss on extinguishment of debt 0 0 0 0 0 14,106 (1) 14,106 Loss on impairment of assets 10,500 0 0 10,500 0 0 10,500 Loss on abandonment of computer project 4,500 0 0 4,500 0 0 4,500 ------ ------ ----- ------ --- ------ ------ 1,040,178 147,639 (417) 1,187,400 105,344 13,378 1,306,122 Income before income taxes and minority interests 87,263 (5,091) 5,872 88,044 3,405 (13,378) 78,071 Provision for income taxes 33,835 (1,084) 1,215 (7) 33,966 470 (6,777) (1) 27,659 ------ ------ ----- ------ --- ------ ------ 53,428 (4,007) 4,657 54,078 2,935 (6,601) 50,412 Minority interests 203 445 0 648 6,199 0 6,847 ------ ------ ----- ------ --- ------ ------ Net income $ 53,225 $ (4,452) $ 4,657 $ 53,430 $ (3,264) $ (6,601) $ 43,565 ======= ======= ====== ======= ======= ======= ======= Weighted average common and common equivalent shares outstanding 75,876 N/A N/A 75,876 21,814 (13,493) 84,197 ======= ======= ====== ======= ======= ======= ======= Net income per common and common equivalent share $ 0.70 $ N/A $ N/A $ 0.70 $ (0.15) $ N/A $ 0.52 ======= ======= ====== ======= ======= ======= ======= Net income per common share-- assuming full dilution $ 0.70 $ N/A $ N/A $ 0.70 $ N/A $ N/A $ 0.52 ======= ======= ====== ======= ======= ======= =======
See accompanying notes. 7 HEALTHSOUTH Rehabilitation Corporation and Subsidiaries Pro Forma Condensed Combined Income Statement (Unaudited) Year Ended December 31, 1993
Pro Forma Pro Forma HEALTHSOUTH SHC Adjustments Combined ------------- ------- ----------- ----------- (In thousands, except per share amounts) Revenues $ 575,346 $ 80,983 $ $ 656,329 Operating expenses: Operating units 418,981 52,797 471,778 Corporate general and administrative 20,018 4,311 24,329 Provision for doubtful accounts 13,875 2,306 16,181 Depreciation and amortization 39,376 6,848 46,224 Interest expense 14,261 4,234 18,495 Interest income (3,698) (226) (3,924) Merger expense 333 333 NME Selected Hospitals Acquisition related expense 49,742 49,742 Loss on sale of partnership interest 0 (1,400) (1,400) --------- --------- --------- -------- 552,555 69,203 0 621,758 Income before income taxes and minority interests 22,791 11,780 0 34,571 Provision for income taxes 9,009 2,921 11,930 --------- --------- --------- -------- 13,782 8,859 0 22,641 Minority interests 190 5,254 5,444 --------- --------- --------- -------- Net income $ 13,592 $ 3,605 $ 0 $ 17,197 ========= ========= ========= ===== Weighted average common and common equivalent shares outstanding 69,434 31,428 (23,615) 77,247 ========= ========= ========= ===== Net income per common and common equivalent share $ 0.20 $ 0.11 $ N/A $ 0.22 ========= ========= ========= =====
See accompanying notes. 8 HEALTHSOUTH Rehabilitation Corporation and Subsidiaries Pro Forma Condensed Combined Income Statement (Unaudited) Year Ended December 31, 1992
Pro Forma Pro Forma HEALTHSOUTH SHC Adjustments Combined ----------- --------- ----------- ---------- (In thousands, except per share amounts) Revenues $ 464,288 $ 36,758 $ $ 501,046 Operating expenses: Operating units 347,073 25,096 372,169 Corporate general and administrative 14,418 2,460 16,878 Provision for doubtful accounts 11,842 1,412 13,254 Depreciation and amortization 26,737 3,097 29,834 Interest expense 11,295 1,328 12,623 Interest income (5,121) (294) (5,415) Terminated merger expense 3,665 3,665 ------ ------ ------ ------ 409,909 33,099 0 443,008 Income before income taxes and minority interests 54,379 3,659 0 58,038 Provision for income taxes 18,383 481 18,864 ------ ------ ------ ------ 35,996 3,178 0 39,174 Minority interests 1,402 2,843 4,245 ------ ------ ------ ------ Net income $ 34,594 $ 335 $ 0 $ 34,929 ====== ====== ====== ====== Weighted average common and common equivalent shares outstanding 68,836 20,425 (15,347) 73,914 ====== ====== ======= ====== Net income per common and common equivalent share $ 0.50 $ 0.02 $ N/A $ 0.47 ====== ====== ====== ======
See accompanying notes. 9 HEALTHSOUTH Corporation and Subsidiaries Notes to Pro Forma Condensed Financial Information A. The NovaCare Rehabilitation Hospitals Acquisition In February 1995 HEALTHSOUTH entered into a definitive agreement to purchase the rehabilitation hospitals division of NovaCare, Inc. ("NovaCare"), consisting of 11 rehabilitation hospitals, 12 other facilities, and certificates of need to build two additional facilities (the "NovaCare Rehabilitation Hospitals Acquisition"). The purchase price will be approximately $215,000,000 in cash and the assumption of approximately $20,000,000 in long-term debt. The transaction will be accounted for as a purchase and is expected to be completed in the second quarter of 1995. HEALTHSOUTH intends to finance the cost of the NovaCare Rehabilitation Hospitals Acquisition through additional borrowings under its existing credit facilities, as amended. NovaCare has historically reported on a June 30 fiscal year end. NovaCare's results of operations have been recast to a December 31 fiscal year end in the accompanying 1994 pro forma condensed income statement. This was accomplished by excluding the results of operations for the six months ending December 31, 1993 from their historical June 30, 1994 income statement and then adding to it their results of operations for the six months ending December 31, 1994. The accompanying pro forma adjustments are necessary for the NovaCare Rehabilitation Hospitals Acquisition: 1. To eliminate assets (including associated depreciation and amortization expenses) and liabilities of Rehab Systems Company (a wholly owned subsidiary of NovaCare, Inc.) which are excluded from the NovaCare Rehabilitation Hospitals Acquisition. The excluded assets and liabilities are as follows (in thousands): Cash and cash equivalents $ 4,973 Accounts receivable 259 Other current assets 42 Equipment, net 1,719 Intangible assets, net 1,242 Other assets (primary investments in subsidiaries) 40,637 Accounts payable (454) Other current liabilities (275) Current portion of long term debt (146) Long term debt (38,620) Payable to affiliates (92,377) ------- Net excluded asset (liability) $ (83,000) =======
Also being excluded is depreciation and amortization expense of $1,918,000 related to the excluded assets. 2. To allocate the excess of the $215,000,000 cash purchase price over the net tangible asset value of the acquired NovaCare facilities, which is approximately $159,199,000. Of this excess, $120,000,000 has been allocated to leasehold value and the remaining $39,199,000 has been allocated to 10 goodwill. This allocation serves to decrease historical goodwill of the NovaCare facilities by $22,006,000. This adjustment also reflects the increase in long-term debt necessary to finance the transaction. The $120,000,000 allocated to leasehold value was based on total lease payments for the remaining lease terms capitalized at 8.33% capitalization rate. There are seven leases involved. Total lease payments approximate $10,700,000 annually. Six of the leases have remaining terms ranging from 19 to 29 years. The seventh lease has a remaining term of six years. 3. To eliminate intercompany management fees of $4,196,000 and royalty fees of $8,210,000 of the acquired NovaCare facilities. These fees totaling $12,406,000 are included in operating unit expenses in the accompanying income statement. 4. To adjust depreciation and amortization expense to reflect the allocation of the excess purchase price over the net tangible asset value described in Item 1 above as follows (in thousands):
Purchase Price Allocation Useful Annual Adjustment Life Amortization --------------- -------- ------------ Leasehold value.................... $ 120,000 20 years $ 6,000 Goodwill........................... (22,006) 40 years (550) ---- $ 5,450 =====
No additional adjustments to NovaCare's historical depreciation and amortization are necessary. The remaining net assets acquired approximate their fair value. Because NovaCare's results of operations before intercompany items (described in item 3 above) are profitable, both on a historical and pro forma basis, the 40-year amortization period for goodwill is appropriate and consistent with HEALTHSOUTH policy. Leasehold value is being amortized over the weighted average remaining terms of the leases, which is 20 years. 5. To increase interest expense by $17,916,000 to reflect pro forma borrowings of $215,000,000, described above, at an 8.33% variable interest rate, which represents HEALTHSOUTH's weighted average cost of debt, as if they were outstanding for the entire year, and to decrease interest expense by $9,459,000, which represents interest on NovaCare debt not assumed by HEALTHSOUTH. A 1/8% variance in the assumed interest rate would change pro forma interest expense by approximately $269,000. 6. To adjust estimated Medicare reimbursement for the changes in reimbursable expenses described in items 1, 3, 4 and 5 above. These changes are as follows (in thousands): Depreciation and amortization (item 1) $ (1,918) Intercompany management fees (item 3) (4,196) Depreciation and amortization (item 4) 5,450 Interest expense (item 5) 8,457 ----- 7,793 Assumed Medicare utilization 70% --- Increased reimbursement $ 5,455 =====
11 The Medicare utilization rate of 70% assumes a slight improvement in NovaCare's historical Medicare percentage of 78% as a result of bringing these facilities into the HEALTHSOUTH network. 7. To adjust the NovaCare provision for income taxes to an effective rate of 39% (net of minority interests). B. The SHC Merger The proposed SHC Merger is intended to be accounted for as a pooling of interests. The pro forma condensed income statements assume that the SHC Merger was consummated on January 1, 1992. The pro forma condensed balance sheet assumes that the SHC Merger was consummated on December 31, 1994. The pro forma condensed financial information contains no adjustments to conform the accounting policies of the two companies because any such adjustments have been determined to be immaterial by the management of HEALTHSOUTH. The following pro forma adjustments are necessary for the SHC Merger: 1. To adjust pro forma long-term debt by $11,250,000, assuming the $75,000,000 of 11.5% Senior Subordinated Notes due 2004 (issued on June 28, 1994) are purchased by HEALTHSOUTH at 115% of their face value. The resulting $2,856,000 loss from the write-off of unamortized balance of deferred loan costs and $11,250,000 loss on early extinguishment of debt has been charged to retained earnings, net of taxes of $(7,061,000). The $728,000 decrease in interest expense represents the $3,632,000 increase in interest expense for the pro forma borrowings of $86,250,000, described above, at a 8.33% variable rate, which represents HEALTHSOUTH's weighted average cost of debt, as if they were outstanding for six months and two days, and to decrease interest expense by $4,360,000, which represents SHC's $75,000,000 Senior Subordinated Notes due 2004 at a 11.5% rate over a period of 6 months and 2 days. 2. The pro forma condensed income statements do not reflect non-recurring costs resulting directly from the Merger. The management of HEALTHSOUTH estimates that these costs will approximate $4,000,000 and will be charged to operations in the quarter the Merger is consummated. The amount includes costs to merge the two companies and professional fees. However, this estimated expense, net of taxes of $1,560,000, has been charged to retained earnings in the accompanying pro forma balance sheet. 3. To adjust pro forma share amounts based on historical share amounts, converting each outstanding share of SHC Common Stock and redeemable preferred stock into .2486 shares of HEALTHSOUTH Common Stock. The conversion ratio is based upon an assumed Base Period Trading Price for HEALTHSOUTH's Common Stock equal to or in excess of $18.50 per share. SHC's weighted average common and common equivalent shares outstanding have also been adjusted using the .2486 exchange ratio. Assuming the exchange ratio was .2788 (which is the maximum Exchange Ratio), then pro forma earnings per share data would be as follows: 12
Year ended December 31, 1994 1993 1992 ---- ---- ---- Net income per common and common equivalent share $.51 $.22 $.47 ==== ==== ==== Net income per common and common equivalent share-- assuming full dilution $.51 $N/A $N/A ==== ==== ====
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