SOURCE: Syneron Medical Ltd.

Syneron Medical Ltd.

November 11, 2010 07:00 ET

Syneron Reports Third Quarter 2010 Results

YOKNEAM, ISRAEL--(Marketwire - November 11, 2010) - Syneron Medical Ltd. (NASDAQ: ELOS), the leading global aesthetic device company, today announced third quarter 2010 financial results for the three month period ended September 30, 2010. Third quarter 2010 financial results are for Syneron and Candela as a combined company. The third quarter 2009 year-over-year comparative financial results referred to below are pro-forma financial results assuming the merger with Candela Corporation had occurred on January 1, 2009.

Third Quarter 2010 Highlights Include:

--  Revenue of $44.4 million, up 10.0% year-over-year
--  International revenue of $29.0 million, up 20.8% year-over-year
--  Non-GAAP gross margin of 52.3%, up from 46.3% in the prior year and
    48.9% in Q2 2010
--  Non-GAAP operating loss of $0.5 million, or 1.1% of revenue compared to
    $8.8 million, or 21.8% of revenue in the prior year
--  Cash and cash equivalents, including short-term bank deposits and
    investments in marketable securities, were $222.6 million at September
    30, 2010

Lou Scafuri, Chief Executive Officer of Syneron, commented, "The third quarter results reflect our continued success in the marketplace and our ability to deliver products that address the changing paradigm in the aesthetic industry. In particular, we benefitted from the international strength of our business to drive significant growth. We are confident the Company will continue to execute on cross-selling opportunities that are driving our revenue growth.

"During the quarter we effectively managed our expenses and delivered operational efficiencies from the Candela integration, which led to further improvements in our operating results. Overall, we are pleased with our third quarter results and expect to further advance our market leadership based on the strength of our innovative products and unmatched global channel to market capabilities."

Revenue: Third quarter 2010 revenue was $44.4 million, an increase of 10.0% compared to $40.4 million in the third quarter 2009. International revenue was $29.0 million, an increase of 20.8% compared to $24.0 million in the third quarter 2009. Third quarter 2010 revenue in North America was $15.4 million, compared to $16.4 million in the third quarter 2009.

Non-GAAP Financial Highlights for the Third Quarter Ended September 30, 2010:

Gross Margin: Third quarter 2010 gross margin was 52.3%, compared to 48.9% in the second quarter 2010 and 46.3% in the third quarter 2009.

Operating Loss: Third quarter 2010 operating loss was $0.5 million, compared to an operating loss of $3.3 million in the second quarter 2010 and $8.8 million in the third quarter 2009. Third quarter 2010 operating loss represented 1.1% of revenue in the quarter, compared to 6.9% in the second quarter 2010 and 21.8% in the third quarter 2009.

Net Loss: Third quarter 2010 loss from continuing operations before non-controlling interest was $1.5 million, compared to a loss of $4.1 million in the second quarter 2010 and $8.1 million in the third quarter 2009.

Loss Per Share: Third quarter 2010 loss per share was $(0.04), compared to a loss per share of $(0.12) in the second quarter 2010 and $(0.24) in the third quarter 2009.

GAAP Financial Highlights for the Third Quarter Ended September 30, 2010:

Gross Margin: Third quarter 2010 gross margin was 50.8%, compared to 47.2% in the second quarter 2010 and 45.2% in the third quarter 2009.

Operating Loss: Third quarter 2010 operating loss was $5.0 million, compared to an operating loss of $6.5 million in the second quarter 2010 and $11.5 million in the third quarter 2009.

Net Loss: Third quarter 2010 net loss was $5.3 million, compared to a net loss of $6.2 million in the second quarter 2010. In the third quarter of 2009 the net loss before non-controlling interest was $10.1 million.

Loss Per Share: Third quarter 2010 loss per share was $(0.15), compared to a loss per share of $(0.18) in the second quarter 2010 and $(0.30) in the third quarter 2009.

Cash Position: As of September 30, 2010, cash and cash equivalents, including short-term bank deposits and investments in marketable securities, were $222.6 million.

Use of Non-GAAP Measures

This press release provides financial measures for gross margin, net loss, net loss per basic and diluted share, which exclude one-time expenses relating to the merger with Candela Corporation and an expense charge related to stock-based compensation and amortization and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance because it reflects our operational results and enhances management's and investors' ability to evaluate the Company's gross margin, net loss and net loss per basic and diluted share. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and, therefore, felt it important to make these non-GAAP adjustments available to investors. A reconciliation of each GAAP to non-GAAP financial measure discussed in this press release is contained in the accompanying financial tables.

Conference call

Syneron management will host its third quarter 2010 earnings conference call today at 8:30 a.m. ET. Syneron will be broadcasting live via the Investor Relations section of its website, www.syneron.com. To access the call, enter the Syneron website, then click on the Investors Relations Overview and select "Q3 2010 Results Conference Call."

Participants are encouraged to log on at least 15 minutes prior to the conference call in order to download the applicable audio software. The call can be heard live or with an on-line replay which will follow. Those interested in participating in the call and the question and answer session should dial 877-844-6886 in the U.S., and 970-315-0315 from overseas. The conference pass code is: 20334812.

About Syneron Medical Ltd.

Syneron Medical Ltd. (NASDAQ: ELOS) is the leading global aesthetic device company with a comprehensive product portfolio and a global distribution footprint. The Company's technology enables physicians to provide advanced solutions for a broad range of medical-aesthetic applications including body contouring, hair removal, wrinkle reduction, rejuvenation of the skin's appearance through the treatment of superficial benign vascular and pigmented lesions, and the treatment of acne, leg veins and cellulite. The Company sells its products under two distinct brands, Syneron and Candela. Founded in 2000, the corporate, R&D, and manufacturing headquarters for Syneron Medical Ltd. are located in Israel. Syneron also has R&D and manufacturing operations in the US. The company markets and services and supports its products in 86 countries. It has offices in North America, France, Germany, Italy, Portugal, Spain, UK, Australia, China, Japan, and Hong Kong and distributors worldwide. Additional information can be found at www.syneron.com.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Any statements contained in this document regarding future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Further, any statements that are not statements of historical fact (including statements containing "believes," "anticipates," "plans," "expects," "may," "will," "would," "intends," "estimates" and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the risk that the businesses of Syneron and Candela may not be integrated successfully; the risk that the merger transaction with Candela may involve unexpected costs or unexpected liabilities; the risk that synergies from the merger transaction may not be fully realized or may take longer to realize than expected; the risk that disruptions from the merger transaction make it more difficult to maintain relationships with customers, employees, or suppliers; as well as the risks set forth in Syneron Medical Ltd.'s most recent Annual Report on Form 20-F, and the other factors described in the filings that Syneron Medical Ltd. makes with the SEC from time to time. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, Syneron Medical Ltd.'s actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

In addition, the statements in this document reflect the expectations and beliefs of Syneron Medical Ltd. as of the date of this document. Syneron Medical Ltd. anticipates that subsequent events and developments will cause its expectations and beliefs to change. However, while Syneron Medical Ltd. may elect to update these forward-looking statements publicly in the future, it specifically disclaims any obligation to do so. The forward-looking statements of Syneron Medical Ltd. do not reflect the potential impact of any future dispositions or strategic transactions that may be undertaken. These forward-looking statements should not be relied upon as representing Syneron Medical Ltd.'s views as of any date after the date of this document.

Syneron, the Syneron logo, eMatrix and elos are trademarks of Syneron Medical Ltd. and may be registered in certain jurisdictions. The elos (Electro-Optical Synergy) technology is a proprietary technology of Syneron Medical Ltd. All other names are the property of their respective owners.

                           Syneron Medical Ltd.
       Unaudited Condensed Consolidated Statements of Income (Loss)
                  (in thousands, except per share data)


                                For the three-months  For the nine-months
                                       ended                 ended
                                --------------------  --------------------
                                September  September  September  September
                                30, 2010   30, 2009   30, 2010   30, 2009
                                ---------  ---------  ---------  ---------

Revenue                         $  44,442  $  14,279  $ 136,073  $  40,323
Cost of sales                      21,867      4,705     75,704     14,664
                                ---------  ---------  ---------  ---------
Gross profit                       22,575      9,574     60,369     25,659

Operating expenses:
  Sales and marketing              13,821      7,531     49,121     26,287
  General and administrative        6,783      4,225     29,490     13,059
  Research and development          6,672      3,063     20,423      8,949
  Other expenses                      348          -      2,774          -
  Legal settlement, net                 -          -          -     (3,975)
                                ---------  ---------  ---------  ---------
Total operating expenses           27,624     14,819    101,808     44,320
                                ---------  ---------  ---------  ---------
Loss from operations               (5,049)    (5,245)   (41,439)   (18,661)

Other income (expense):
  Financial Income, net               480        447        298      1,661
  Other expense                       (14)         -        (66)         -
                                ---------  ---------  ---------  ---------
  Total other income (expense)        466        447        232      1,661
                                ---------  ---------  ---------  ---------
Loss from continuing operations
 before income taxes               (4,583)    (4,798)   (41,207)   (17,000)
(Benefit) expense from income
 taxes                                669        858     (5,537)     2,455
                                ---------  ---------  ---------  ---------
Loss from continuing operations
 before non-controlling
 interest                          (5,252)    (5,656)   (35,670)   (19,455)
Net loss attributable to
 non-controlling interest               -        107      1,555        213
Income from discontinued
 operations, net of income
 taxes                                  -          -        196          -
                                ---------  ---------  ---------  ---------
Net Loss attributable to
 Syneron shareholders           $  (5,252) $  (5,549) $ (33,919) $ (19,242)
                                =========  =========  =========  =========

Loss per share:

Basic and diluted
  Loss from continuing
   operations before
   non-controlling interest     $   (0.15) $   (0.21) $   (1.04) $   (0.71)
  Net loss attributable to
   non-controlling interest             -          -       0.05       0.01
  Income from discontinued
   operations                           -          -       0.01          -
                                ---------  ---------  ---------  ---------
  Net Loss attributable to
   Syneron shareholders         $   (0.15) $   (0.21) $   (0.98) $   (0.70)
                                ---------  ---------  ---------  ---------

Weighted average shares
 outstanding:
  Basic and diluted                34,473     27,530     34,314     27,505
                                ---------  ---------  ---------  ---------





                           Syneron Medical Ltd.
              Unaudited Condensed Consolidated Balance Sheets
                              (in thousands)


                                                September 30, December 31,
                                                    2010          2009
                                                ------------- -------------
Assets

Current assets:
  Cash and cash equivalents                     $      75,774 $      24,372
  Short-term bank deposits                              2,231         1,000
  Available-for-sale marketable securities            134,418       169,309
  Accounts receivable, net                             42,401        13,758
  Other current assets                                 11,722         2,753
  Inventories, net                                     23,558         8,592
                                                ------------- -------------

Total current assets                                  290,104       219,784
                                                ------------- -------------

Non-current assets:
  Severance pay fund                                      297           246
  Long-term deposits and others                         1,419           221
  Long-term available-for-sale marketable
   securities                                          10,187        11,449
  Investments in affiliated company                     1,050         1,050
  Property and equipment, net                           3,891         2,885
  Goodwill and Intangible assets, net                  52,667        34,632
  Deferred taxes                                       10,014             -
                                                ------------- -------------

Total non-current assets                               79,525        50,483
                                                ------------- -------------

Total assets                                    $     369,629 $     270,267
                                                ============= =============

Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                              $      15,891 $       3,735
  Other accounts payable and accrued expenses          56,469        30,153
                                                ------------- -------------

Total current liabilities                              72,360        33,888
                                                ------------- -------------

Non-current liabilities:
  Contingent consideration                             17,294         7,331
  Deferred Revenues                                     4,407           902
  Warranty Accruals                                       572           558
  Accrued severance pay                                   526           330
  Deferred taxes                                        5,550             -
                                                ------------- -------------

Total non-current liabilities                          28,349         9,121
                                                ------------- -------------

Stockholders' equity:                                 268,920       227,258
                                                ------------- -------------

Total liabilities and stockholders' equity      $     369,629 $     270,267
                                                ============= =============





                           Syneron Medical Ltd.
        Unaudited Condensed Consolidated Statements of Cash Flows
                              (in thousands)


                                               For the nine months ended:
                                              ----------------------------
                                              September 30,  September 30,
                                                  2010           2009
                                              -------------  -------------
Cash flows from operating activities:
  Net loss before non-controlling interest    $     (35,474) $     (19,455)
    Adjustments to reconcile net loss to
     net cash used by operating activities:
    Non-cash items reported in discontinued
     operations                                        (232)             -
    Share-based compensation expense                  2,504          3,427
    Depreciation and amortization                     6,911          1,509
    Impairments of available-for-sale
     marketable securities and other
     intangible assets                                1,608            208
    Realized loss, changes in accrued
     interest, and amortization of premium
     on marketable securities                           689          1,322
    Revaluation of contingent liability               1,262              -
    Other non-cash items                                (45)             -
    Changes in operating assets and
     liabilities
      Accounts receivable                             2,488         15,878
      Inventories                                    11,813          3,161
      Other current assets                           (1,245)           831
      Other assets                                      (10)             -
      Accounts payable                                7,173         (5,160)
      Accrued payroll and related expenses           (3,407)            13
      Deferred revenue                               (4,244)        (3,189)
      Accrued warranty costs                           (426)            28
      Income taxes payable and deferred               3,172          1,366
      Other accrued liabilities                         702           (842)
                                              -------------  -------------

Net cash used by operating activities                (6,761)          (903)
                                              -------------  -------------

Cash flows from investing activities:
    Purchases of property and equipment                (482)          (396)
    Maturities of held-to-maturity marketable
     securities                                         460              -
    Proceeds from the sale of
     available-for-sale marketable securities       167,548        211,565
    Purchase of available-for-sale marketable
     securities                                    (131,784)      (247,368)
    Net cash received from acquisition of
     subsidiary                                      22,533            (41)
    Other investing activities                       (1,276)        (3,135)
                                              -------------  -------------

Net cash provided by (used by) investing
 activities                                          56,999        (39,375)
                                              -------------  -------------

Cash flows from financing activities:
    Proceeds from the issuance of common
     stock                                              631            194
                                              -------------  -------------

Net cash provided by financing activities               631            194
                                              -------------  -------------

Effect of exchange rates on cash and cash
 equivalents                                            533              -
                                              -------------  -------------

Net increase (decrease) in cash and cash
 equivalents                                         51,402        (40,084)

Cash and cash equivalents at beginning of
 period                                              24,372         72,366
                                              -------------  -------------

Cash and cash equivalents at end of period    $      75,774  $      32,282
                                              =============  =============





                           Syneron Medical Ltd.
         Unaudited Non-GAAP Financial Measures and Reconciliation
                  (in thousands, except per share data)


                                For the three-months  For the nine-months
                                       ended                 ended
                                --------------------  --------------------
                                September  September  September  September
                                30, 2010   30, 2009   30, 2010   30, 2009
                                ---------  ---------  ---------  ---------

GAAP operating loss             $  (5,049) $  (5,245) $ (41,439) $ (18,661)

  Stock-based compensation            925        738      2,504      3,427
  Amortization of acquired
   intangible assets                1,602         68      4,649        204
  Merger, restructuring and
   other non-recurring costs        2,031          -     24,449          -
                                ---------  ---------  ---------  ---------

Non-GAAP operating loss         $    (491) $  (4,439) $  (9,837) $ (15,030)
                                =========  =========  =========  =========


GAAP loss from continuing
 operations before
 non-controlling interest       $  (5,252) $  (5,656) $ (35,670) $ (19,455)

  Stock-based compensation            925        738      2,504      3,427
  Amortization of acquired
   intangible assets                1,602         68      4,649        204
  Merger, restructuring and
   other non-recurring costs        2,031          -     24,449          -
  Income tax adjustments             (781)         -     (8,223)         -
                                ---------  ---------  ---------  ---------

Non-GAAP loss from continuing
 Operations before
 non-controlling interest       $  (1,475) $  (4,850) $ (12,291) $ (15,824)
                                =========  =========  =========  =========


GAAP loss per share  from
 continuing operations
 before non-controlling
 interest                       $   (0.15) $   (0.21) $   (1.04) $   (0.71)

  Stock-based compensation           0.03       0.03       0.07       0.12
  Amortization of acquired
   intangible assets                 0.04          -       0.14       0.01
  Merger, restructuring and
   other non-recurring costs         0.06          -       0.71          -
  Income tax adjustments            (0.02)         -      (0.24)         -
                                ---------  ---------  ---------  ---------

Non-GAAP loss per share from
 continuing operations
 before non-controlling
 interest                       $   (0.04) $   (0.18) $   (0.36) $   (0.58)
                                =========  =========  =========  =========


Weighted average shares
 outstanding:

  Basic and diluted                34,473     27,530     34,314     27,505
                                ---------  ---------  ---------  ---------





                           Syneron Medical Ltd.
  Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss)
                  (in thousands, except per share data)


                          For the three months ended September 30, 2009
                        --------------------------------------------------
                          Syneron      Candela     Pro Forma    Pro Forma
                          Medical    Corporation  Adjustments    Combined
                        -----------  -----------  -----------  -----------

Revenue                 $    14,279  $    26,224  $       (87) $    40,416
Cost of sales                 4,705       17,175          268       22,148
                        -----------  -----------  -----------  -----------
Gross profit                  9,574        9,049         (355)      18,268

Operating expenses:
  Sales and marketing         7,531        6,778          966       15,275
  General and
   administrative             4,225        5,345           74        9,644
  Research and
   development                3,063        1,789            -        4,852
  Legal settlement, net           -            -            -            -
                        -----------  -----------  -----------  -----------
Total operating
 expenses                    14,819       13,912        1,040       29,771
                        -----------  -----------  -----------  -----------
Loss from operations         (5,245)      (4,863)      (1,395)     (11,503)

Other income:
  Financial Income, net         447          219            -          666
  Other income                    -            -            -            -
                        -----------  -----------  -----------  -----------
  Total other income            447          219            -          666
                        -----------  -----------  -----------  -----------
Loss from continuing
 operations before
 income taxes                (4,798)      (4,644)      (1,395)     (10,837)

Expense (benefit) from
 income taxes                   858       (1,060)        (507)        (709)
                        -----------  -----------  -----------  -----------
Loss from continuing
 operations before
 non-controlling
 interest                    (5,656)      (3,584)        (888)     (10,128)
                        ===========  ===========  ===========  ===========

Loss per share:

Basic and diluted
  Loss from continuing
   operations before
   non-controlling
   interest                                                    $     (0.30)
                                                               ===========

Weighted average shares
 outstanding:
  Basic and diluted                                                 34,200
                                                               -----------





                           Syneron Medical Ltd.
  Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss)
                  (in thousands, except per share data)


                           For the nine months ended September 30, 2009
                        --------------------------------------------------
                          Syneron      Candela     Pro Forma    Pro Forma
                          Medical    Corporation  Adjustments    Combined
                        -----------  -----------  -----------  -----------


Revenue                 $    40,323  $    87,383  $      (262) $   127,444
Cost of sales                14,664       54,404        1,095       70,163
                        -----------  -----------  -----------  -----------
Gross profit                 25,659       32,979       (1,357)      57,281

Operating expenses:
  Sales and marketing        26,287       21,957        2,904       51,148
  General and
   administrative            13,059       11,307          300       24,666
  Research and
   development                8,949        6,423            -       15,372
  Legal settlement, net      (3,975)           -            -       (3,975)
                        -----------  -----------  -----------  -----------
Total operating
 expenses                    44,320       39,687        3,204       87,211
                        -----------  -----------  -----------  -----------
Loss from operations        (18,661)      (6,708)      (4,561)     (29,930)

Other income:
  Financial Income, net       1,661          565            -        2,226
  Other income                    -            9            -            9
                        -----------  -----------  -----------  -----------
  Total other income          1,661          574            -        2,235
                        -----------  -----------  -----------  -----------
Loss from continuing
 operations before
 income taxes               (17,000)      (6,134)      (4,561)     (27,695)

Expense (benefit) from
 income taxes                 2,455       (2,035)      (1,659)      (1,239)
                        -----------  -----------  -----------  -----------
Loss from continuing
 operations before
 non-controlling
 interest                   (19,455)      (4,099)      (2,902)     (26,456)
                        ===========  ===========  ===========  ===========

Loss per share:

Basic and diluted
  Loss from continuing
   operations before
   non-controlling
   interest                                                    $     (0.77)
                                                               ===========

Weighted average shares
 outstanding:
  Basic and diluted                                                 34,175
                                                               -----------





                           Syneron Medical Ltd.
    Unaudited Pro Forma Non-GAAP Financial Measures and Reconciliation
                  (in thousands, except per share data)


                                           For the three months ended
                                               September 30, 2009
                                     -------------------------------------
                                       Syneron      Candela     Pro Forma
                                       Medical    Corporation    Combined
                                     -----------  -----------  -----------


GAAP operating loss                  $    (5,245) $    (6,258) $   (11,503)

  Stock-based compensation                   738          477        1,215
  Amortization of acquired
   intangible assets                          68        1,291        1,359
  Merger, restructuring and other
   non-recurring costs                         -          105          105
                                     -----------  -----------  -----------

Non-GAAP operating loss              $    (4,439) $    (4,385) $    (8,824)
                                     ===========  ===========  ===========


GAAP loss from continuing operations $    (5,656) $    (4,472) $   (10,128)

  Stock-based compensation                   738          477        1,215
  Amortization of acquired
   intangible assets                          68        1,291        1,359
  Merger, restructuring and other
   non-recurring costs                         -          105          105
  Income tax adjustments                       -         (681)        (681)
                                     -----------  -----------  -----------

Non-GAAP loss from continuing
 operations                          $    (4,850) $    (3,280) $    (8,130)
                                     ===========  ===========  ===========

GAAP loss per share from continuing
 operations                                                    $     (0.30)

  Stock-based compensation                                            0.04
  Amortization of acquired
   intangible assets                                                  0.04
  Merger, restructuring and other
   non-recurring costs                                                   -
  Income tax adjustments                                             (0.02)
                                                               -----------

Non-GAAP loss per share from
 continuing operations                                         $     (0.24)
                                                               ===========

Weighted average shares outstanding:

  Basic and diluted                                                 34,200
                                                               -----------





                           Syneron Medical Ltd.
    Unaudited Pro Forma Non-GAAP Financial Measures and Reconciliation
                  (in thousands, except per share data)


                                           For the nine months ended
                                               September 30, 2009
                                     -------------------------------------
                                       Syneron      Candela     Pro Forma
                                       Medical    Corporation    Combined
                                     -----------  -----------  -----------

GAAP operating loss                  $   (18,661) $   (11,269) $   (29,930)

  Stock-based compensation                 3,427        1,863        5,290
  Amortization of acquired
   intangible assets                         204        3,959        4,163
  Merger, restructuring and other
   non-recurring costs                         -          602          602
                                     -----------  -----------  -----------

Non-GAAP operating loss              $   (15,030) $    (4,845) $   (19,875)
                                     ===========  ===========  ===========

GAAP loss from continuing operations $   (19,455) $    (7,001) $   (26,456)

  Stock-based compensation                 3,427        1,863        5,290
  Amortization of acquired
   intangible assets                         204        3,959        4,163
  Merger, restructuring and other
   non-recurring costs                         -          602          602
  Income tax adjustments                       -       (2,336)      (2,336)
                                     -----------  -----------  -----------

Non-GAAP loss from continuing
 operations                          $   (15,824) $    (2,913) $   (18,737)
                                     ===========  ===========  ===========

GAAP loss per share from continuing
 operations                                                    $     (0.77)

  Stock-based compensation                                            0.15
  Amortization of acquired
   intangible assets                                                  0.12
  Merger, restructuring and other
   non-recurring costs                                                0.02
  Income tax adjustments                                             (0.07)
                                                               -----------

Non-GAAP loss per share from
 continuing operations                                         $     (0.55)
                                                               ===========

Weighted average shares outstanding:

  Basic and diluted                                                 34,175
                                                               -----------

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