Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-217356

Supplementing the Preliminary Prospectus Supplement dated October 3, 2018 (to Prospectus dated

November 17, 2017)

 

WILLDAN GROUP, INC.

 

1,750,000 SHARES OF COMMON STOCK

 

FINAL TERM SHEET

 

DATE: OCTOBER 4, 2018

 

Issuer:

 

Willdan Group, Inc.

 

 

 

Security:

 

Common stock, par value $0.01

 

 

 

Offering Size:

 

1,750,000 shares of common stock

 

 

 

Over-allotment Option:

 

262,500 shares of common stock

 

 

 

Trade Date:

 

October 4, 2018

 

 

 

Settlement Date:

 

October 9, 2018

 

 

 

Public Offering Price:

 

$30.00 per share

 

 

 

Underwriting Discounts and Commissions:

 

$1.95 per share

 

 

 

Net Proceeds to the Issuer:

 

$48,087,500 (after deducting the underwriters’ discounts and commissions and estimated offering expenses)

 

 

 

Joint Book-Running Managers:

 

Wedbush Securities Inc.
Roth Capital Partners, LLC

 


 

The issuer has filed a registration statement including a prospectus and a prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by contacting: (i) Wedbush Securities Inc., Attention: Equity Syndicate Prospectus Department, 2 Embarcadero Center, Suite 600, San Francisco, CA 94111, by email at ecm@wedbush.com or by telephone at 800.422.4309 or (ii) Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660 or by telephone at 800.678.9147.

 

Willdan Group, Inc., together with its direct and indirect subsidiaries, is referred to herein collectively as “we,” “our,” “Willdan,” or the “Company.”  Other capitalized terms used, but not defined, in this Free Writing Prospectus have the meanings given to them in the Preliminary Prospectus Supplement, filed with the SEC on October 3, 2018 (“Preliminary Prospectus Supplement”).

 

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 



 

CAPITALIZATION

 

The table below sets forth our capitalization as of June 29, 2018:

 

·                  on an actual basis;

 

·                  on an as adjusted basis, assuming that the acquisition of Lime Energy is not completed and the conditions precedent to borrowing under the Delayed Draw Term Loan Facility are not satisfied, and giving effect to this offering, as if this offering had occurred on June 29, 2018; and

 

·                  on an as adjusted pro forma basis, assuming the acquisition of Lime Energy is completed, the conditions precedent to borrowing under the Delayed Draw Term Loan Facility are satisfied, and giving effect to this offering, as if each had occurred on June 29, 2018.

 

You should read this table together with “Use of Proceeds” appearing in the Preliminary Prospectus Supplement, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2017, in our Quarterly Report on Form 10-Q for the quarterly periods ended March 30, 2018 and June 29, 2018, and our Current Report on Form 8-K filed with the SEC on October 3, 2018, which are incorporated by reference into the Preliminary Prospectus Supplement and related prospectus.

 

 

 

As of June 29, 2018
(Unaudited)

 

 

 

Actual

 

As Adjusted for
No Acquisition

 

As Adjusted
Pro Forma
for Acquisition

 

 

 

(Dollars in thousands, except per share
data)

 

Cash and cash equivalents

 

$

11,225

 

$

59,313

 

$

9,313

 

Total debt:

 

 

 

 

 

 

 

Existing revolving credit facility (1)

 

2,000

 

 

 

New revolving credit facility (2)

 

 

 

 

Delayed Draw Term Loan Facility (3)

 

 

 

70,000

 

Total debt

 

2,000

 

 

70,000

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding

 

 

 

 

Common stock, $0.01 par value, 40,000,000 shares authorized; 8,857,000 shares issued and outstanding at June 29, 2018

 

89

 

107

 

107

 

Additional paid-in capital

 

54,216

 

102,286

 

102,286

 

Retained earnings

 

25,659

 

25,659

 

25,659

 

Total stockholders’ equity

 

79,964

 

128,052

 

128,052

 

Total capitalization

 

$

81,964

 

$

128,052

 

$

198,052

 

 


(1)                                 All amounts previously outstanding under the existing revolving credit facility were repaid subsequent to June 29, 2018.

 

(2)                                 Assumes no amounts will be outstanding under the new revolving credit facility after giving effect to the acquisition of Lime Energy. We may borrow up to an aggregate of $30.0 million under our new revolving credit facilities.

 

(3)                                 The amount available for borrowing under the Delayed Draw Term Loan Facility will be reduced by the net proceeds from any equity offering completed by us prior to any borrowings under such facility but, in no event, will the amount available for borrowing be less than $70.0 million. For purposes of the above table, we have assumed we will borrow $70.0 million under the Delayed Draw Term Loan Facility after giving effect to the acquisition of Lime Energy.

 

2



 

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following tables present our summary unaudited pro forma condensed combined financial information as of and for the six months ended June 29, 2018 and for the fiscal year ended December 29, 2017. The unaudited pro forma condensed combined financial information for the six months ended June 29, 2018 gives effect to the acquisition of Lime Energy, this offering of our common stock and the use of proceeds therefrom and borrowings under the New Credit Facilities, assuming each had occurred on December 30, 2017. The unaudited pro forma condensed combined financial information for the fiscal year ended December 29, 2017 gives effect to the acquisition of Lime Energy, this offering of our common stock and the use of proceeds therefrom and borrowings under the New Credit Facilities, assuming each had occurred on December 31, 2016. The unaudited pro forma condensed combined balance sheet data as of June 29, 2018 gives effect to the acquisition of Lime Energy, this offering of our common stock and the use of proceeds therefrom and borrowings under the New Credit Facilities, assuming each had occurred on June 29, 2018.

 

The summary unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position or results of operations that would have been reported had the acquisition of Lime Energy, this offering of our common stock and the use of proceeds therefrom and borrowings under the Credit Agreement actually been effected on the dates indicated, or at all, or which may be reported in the future. The summary unaudited pro forma condensed combined financial information does not reflect any revenue enhancements or cost savings from synergies that may be achieved with respect to the acquisition of Lime Energy, or the impact of non-recurring items directly related to the acquisition and the related debt financing. Although our management believes the assumptions used in preparing the summary unaudited pro forma condensed combined financial information were reasonable as of the date of this prospectus supplement, these assumptions may not prove to be correct. As a result, actual results could differ materially. The summary unaudited pro forma condensed combined financial information should be read together with our consolidated financial statements and the consolidated financial statements of Lime Energy and their respective accompanying notes included in our Current Report on Form 8-K filed with the SEC on October 3, 2018 along with our other documents incorporated by reference in the Preliminary Prospectus Supplement.

 

3



 

WILLDAN GROUP, INC. AND SUBSIDIARIES

Pro Forma Condensed Combined Statements of Operations

(Unaudited)

 

 

 

Willdan
Group, Inc.
Historical

 

Lime
Energy Co.
Historical

 

 

 

 

 

 

 

Six Months
Ended
June 29,
2018

 

Six Months
Ended
June 30,
2018

 

Pro Forma
Adjustments

 

Willdan
Group, Inc.
Pro Forma
Combined

 

 

 

(Dollars in thousands, except per share amounts)

 

Contract revenue

 

$

114,428

 

$

73,303

 

$

 

$

187,731

 

Direct costs of contract revenue (exclusive of depreciation and amortization shown separately below):

 

 

 

 

 

 

 

 

 

Salaries and wages

 

22,125

 

 

6,385

(a)

28,510

 

Subconsultant services and other direct costs

 

49,613

 

49,711

 

(250

)(b)

99,074

 

Total direct costs of contract revenue

 

71,738

 

49,711

 

6,135

 

127,584

 

General and administrative expenses:

 

 

 

 

 

 

 

 

 

Salaries and wages, payroll taxes and employee benefits

 

20,750

 

 

7,689

(c)

28,439

 

Facilities and facilities related

 

2,595

 

 

756

(c)

3,351

 

Stock-based compensation

 

2,726

 

 

285

(c)

3,011

 

Depreciation and amortization

 

2,175

 

167

 

3,805

(d)

6,147

 

Other

 

8,265

 

20,386

 

(15,670

)(e)

12,981

 

Total general and administrative expenses (income)

 

36,511

 

20,553

 

(3,135

)

53,929

 

Income (loss) from operations

 

6,179

 

3,039

 

(3,000

)

6,218

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

 

213

 

 

213

 

Interest (expense)

 

(53

)

(1,363

)

(632

)(f)

(2,048

)

Other, net

 

19

 

(794

)

794

(g)

19

 

Total other (expense)

 

(34

)

(1,944

)

162

 

(1,816

)

Income (loss) before income taxes

 

6,145

 

1,095

 

(2,838

)

4,402

 

Income tax expense (benefit)

 

627

 

3

 

(795

)(h)

(165

)

Net income (loss)

 

$

5,518

 

$

1,092

 

$

(2,043

)

$

4,567

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.63

 

 

 

 

 

$

0.43

 

Diluted

 

$

0.60

 

 

 

 

 

$

0.42

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

8,775,000

 

 

 

1,750,000

 

10,525,000

 

Diluted

 

9,247,000

 

 

 

1,750,000

 

10,997,000

 

 


(a)              Reflects reclassification from Subconsultant services and other direct costs and Other in General and administrative expenses to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(b)              Reflects reclassification to Salaries and wages under Direct costs of contract revenue to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(c)               Reflects reclassification from Other in General and administrative expenses to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(d)              Reflects $3.0 million of amortization expenses attributable to intangible assets assumed to be acquired as part of the acquisition and reclassification of $0.8 million from Other in General and administrative expenses to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(e)               Reflects reclassification to Salaries and wages under Direct costs of contract revenue, Salaries and wages under General and administrative expenses, Facilities and facilities related expenses, Stock-based compensation and Depreciation and amortization to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

4



 

(f)                Reflects expected interest expense after repayment of the outstanding debt of Lime Energy in connection with the acquisition of Lime Energy and anticipated borrowings under the New Credit Facilities to finance the acquisition. Assumes Willdan will not borrow under the new revolving credit facility and will borrow $70.0 million under the Delayed Draw Term Loan Facility. The interest expense for borrowings under the New Credit Facilities is based on an expected interest rate of 5.39%, which assumes LIBOR as of October 1, 2018, plus an applicable margin of 3.00% based on Willdan’s expected consolidated leverage ratio after the acquisition of Lime Energy. Borrowings under the New Credit Facilities will bear interest at a rate equal to either, at Willdan’s option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.50% or one-month LIBOR plus 1.00% (“Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 0.25% to 3.00% with respect to Base Rate borrowings or 1.25% to 4.00% with respect to LIBOR borrowings. The applicable margin will be based upon Willdan’s consolidated total leverage ratio. A change of 12.5 basis points in the interest rate would change interest expense for the period shown by $43,500.

 

(g)               Represents elimination of gain from change in derivative liability from related party due to extinguishment of convertible debt held by a substantial stockholder of Lime Energy in connection with the acquisition.

 

(h)              Represents the income tax impact of the pro forma adjustments based on the federal statutory rate of 28.0%.

 

5



 

WILLDAN GROUP, INC. AND SUBSIDIARIES

Pro Forma Condensed Combined Statements of Operations

(Unaudited)

 

 

 

Willdan
Group, Inc.
Historical

 

Lime
Energy Co.
Historical

 

 

 

 

 

 

 

Fiscal Year
Ended
December 29,
2017

 

Fiscal Year
Ended
December 31,
2017

 

Pro Forma
Adjustments

 

Willdan
Group, Inc.
Pro Forma
Combined

 

 

 

(Dollars in thousands, except per share amounts)

 

Contract revenue

 

$

273,352

 

$

124,595

 

$

 

$

397,947

 

Direct costs of contract revenue (exclusive of depreciation and amortization shown separately below):

 

 

 

 

 

 

 

 

 

Salaries and wages

 

44,743

 

 

10,736

(a)

55,479

 

Subconsultant services and other direct costs

 

151,919

 

81,732

 

(278

)(b)

233,373

 

Total direct costs of contract revenue

 

196,662

 

81,732

 

10,458

 

288,852

 

General and administrative expenses:

 

 

 

 

 

 

 

 

 

Salaries and wages, payroll taxes and employee benefits

 

36,534

 

 

14,123

(c)

50,657

 

Facilities and facilities related

 

4,624

 

 

1,626

(c)

6,250

 

Stock-based compensation

 

2,774

 

 

332

(c)

3,106

 

Depreciation and amortization

 

3,949

 

1,693

 

7,410

(d)

13,052

 

Other

 

15,105

 

36,536

 

(27,949

)(e)

23,692

 

Total general and administrative expenses (income)

 

62,986

 

38,229

 

(4,458

)

96,757

 

Income (loss) from operations

 

13,704

 

4,634

 

(6,000

)

12,338

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

 

429

 

 

429

 

Interest (expense)

 

(111

)

(2,568

)

(1,419

)(f)

(4,098

)

Other, net

 

98

 

2,294

 

(2,294

)(g)

98

 

Total other (expense)

 

(13

)

155

 

(3,713

)

(3,571

)

Income (loss) before income taxes

 

13,691

 

4,789

 

(9,713

)

8,767

 

Income tax expense (benefit)

 

1,562

 

127

 

(2,720

)(h)

(1,031

)

Net income (loss)

 

$

12,129

 

$

4,662

 

$

(6,993

)

$

9,798

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.42

 

 

 

 

 

$

0.95

 

Diluted

 

$

1.32

 

 

 

 

 

$

0.90

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

8,541,000

 

 

 

1,750,000

 

10,291,000

 

Diluted

 

9,155,000

 

 

 

1,750,000

 

10,905,000

 

 


(a)              Reflects reclassification from Subconsultant services and other direct costs and Other in General and administrative expenses to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(b)              Reflects reclassification to Salaries and wages under Direct costs of contract revenue to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(c)               Reflects reclassification from Other in General and administrative expenses to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(d)              Reflects $6.0 million of amortization expenses attributable to intangible assets assumed to be acquired as part of the acquisition and reclassification of $1.4 million from Other in General and administrative expenses to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(e)               Reflects reclassification to Salaries and wages under Direct costs of contract revenue, Salaries and wages under General and administrative expenses, Facilities and facilities related expenses, Stock-based compensation and

 

6



 

Depreciation and amortization to conform the presentation of Lime Energy’s financial information to Willdan’s presentation.

 

(f)                Reflects expected interest expense after repayment of the outstanding debt of Lime Energy in connection with the acquisition of Lime Energy and anticipated borrowings under the New Credit Facilities to finance the acquisition. Assumes Willdan will not borrow under the new revolving credit facility and will borrow $70.0 million under the Delayed Draw Term Loan Facility. The interest expense for borrowings under the New Credit Facilities is based on an expected interest rate of 5.39%, which assumes LIBOR as of October 1, 2018, plus an applicable margin of 3.00% based on Willdan’s expected consolidated leverage ratio after the acquisition of Lime Energy. Borrowings under the New Credit Facilities will bear interest at a rate equal to either, at Willdan’s option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.50% or one-month LIBOR plus 1.00% (“Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 0.25% to 3.00% with respect to Base Rate borrowings or 1.25% to 4.00% with respect to LIBOR borrowings. The applicable margin will be based upon Willdan’s consolidated total leverage ratio. A change of 12.5 basis points in the interest rate would change interest expense for the period shown by $87,500.

 

(g)               Represents elimination of gain from change in derivative liability from related party due to extinguishment of convertible debt held by a substantial stockholder of Lime Energy in connection with the acquisition.

 

(h)              Represents the income tax impact of the pro forma adjustments based on the federal statutory rate of 28.0%.

 

7



 

WILLDAN GROUP, INC. AND SUBSIDIARIES

Pro Forma Condensed Combined Balance Sheet

(Unaudited)

 

 

 

Willdan
Group, Inc.
Historical

 

Lime
Energy Co.
Historical

 

 

 

Willdan

 

 

 

As of
June 29,
2018

 

As of
June 30,
2018

 

Pro Forma
Adjustments

 

Group, Inc.
Pro Forma
Combined

 

 

 

(Dollars in thousands, except per share amounts)

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,225

 

$

2,055

 

$

(3,967

)(a)

$

9,313

 

Accounts receivable, net of allowance for doubtful accounts of $714,000 at June 29, 2018

 

22,896

 

26,130

 

 

49,026

 

Contract assets

 

42,410

 

10,320

 

 

52,730

 

Other receivables

 

777

 

 

 

777

 

Prepaid expenses and other current assets

 

3,242

 

5,452

 

 

8,694

 

Total current assets

 

80,550

 

43,957

 

(3,967

)

120,540

 

Equipment and leasehold improvements, net

 

5,142

 

3,520

 

 

8,662

 

Goodwill

 

40,342

 

8,173

 

51,025

(b)

99,540

 

Other intangible assets, net

 

11,201

 

729

 

42,000

(c)

53,930

 

Other assets

 

920

 

1,100

 

 

2,020

 

Total assets

 

$

138,155

 

$

57,479

 

$

89,058

 

$

284,692

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

14,024

 

$

12,253

 

 

$

26,277

 

Accrued liabilities

 

24,198

 

15,535

 

 

39,733

 

Contingent consideration payable

 

4,224

 

 

 

4,224

 

Contract liabilities

 

6,163

 

661

 

 

6,824

 

Notes payable

 

 

595

 

(595

)(d)

 

Capital lease obligations

 

237

 

 

 

237

 

Total current liabilities

 

48,846

 

29,044

 

(595

)

77,295

 

Contingent consideration payable

 

3,650

 

 

 

3,650

 

Notes payable

 

2,000

 

357

 

69,643

(e)

72,000

 

Capital lease obligations, less current portion

 

192

 

 

 

192

 

Deferred lease obligations

 

631

 

 

 

631

 

Deferred income taxes, net

 

2,404

 

 

 

2,404

 

Other noncurrent liabilities

 

468

 

14,029

 

(14,029

)(d)

468

 

Total liabilities

 

58,191

 

43,430

 

55,019

 

156,640

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

14,708

 

(14,708

)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding

 

 

 

 

 

Common stock, $0.01 par value, 40,000,000 shares authorized; 8,857,000 shares issued and outstanding at June 29, 2018

 

89

 

 

18

(f)

107

 

Stockholders’ Equity

 

 

1

 

(1

)

 

Additional paid-in capital

 

54,216

 

206,002

 

(157,932

)(g)

102,286

 

Accumulated earnings (deficit)

 

25,659

 

(206,662

)

206,662

(h)

25,659

 

Total stockholders’ equity

 

79,964

 

(659

)

48,747

 

128,052

 

Total liabilities and stockholders’ equity

 

$

138,155

 

$

57,479

 

$

89,058

 

$

284,692

 

 


(a)              Reflects expected use of cash-on-hand, net of any cash proceeds received from expected borrowings under the New Credit Facilities, to fund the purchase price and transaction expenses related to the acquisition of Lime Energy and elimination of cash-on-hand from Lime Energy’s balance sheet.

 

(b)              Reflects the estimated amount of goodwill to be acquired at the date of the acquisition of Lime Energy. Goodwill represents the total excess of the total purchase price over the fair value of the net assets acquired. This allocation is

 

8



 

based on preliminary estimates; the final acquisition cost allocation may differ materially from the preliminary assessment outlined above. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to goodwill. Residual goodwill at the date of the acquisition of Lime Energy will vary from goodwill presented in the unaudited pro forma condensed combined balance sheet due to changes in the net book value of intangible assets during the period from June 30, 2018 through the date of the acquisition of Lime Energy as well as results of an independent valuation, which has not been completed as of the date of this prospectus supplement.

 

(c)               Reflects the preliminary estimate of the fair value of the acquired intangible assets. The purchase price allocated to these intangible assets is based on management’s estimate of the fair value of assets purchased, and has not been subject to an independent valuation as of the date of this prospectus supplement.

 

(d)              Reflects elimination of outstanding debt of Lime Energy prior to closing of the acquisition of Lime Energy.

 

(e)               Reflects expected borrowings under the New Credit Facilities in connection with the acquisition of Lime Energy and elimination of outstanding debt of Lime Energy prior to closing of the acquisition of Lime Energy. Assumes Willdan will not borrow under the new revolving credit facility and will borrow $70.0 million under the Delayed Draw Term Loan Facility.

 

(f)                Represents the elimination of the historical owners’ equity interest in Lime Energy.

 

(g)               Represents the elimination of the historical owners’ equity interest in Lime Energy.

 

(h)              Represents the elimination of the retained earnings of Lime Energy.

 

9



 

Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted EPS

 

The following is an updated reconciliation of net income to Adjusted Net Income and Adjusted Diluted EPS:

 

 

 

Six Months Ended

 

Fiscal Year

 

 

 

June 29, 2018

 

June 30, 2017

 

2017

 

2016

 

2015

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

(Dollars in thousands, except per share amounts)

 

Net income

 

$

5,518

 

$

5,953

 

$

12,129

 

$

8,299

 

$

4,259

 

Stock-based compensation

 

2,726

 

1,096

 

2,774

 

1,239

 

777

 

Intangible amortization

 

1,400

 

1,096

 

2,426

 

1,924

 

1,171

 

Tax effect of stock-based compensation and intangible amortization

 

(421

)

(184

)

(593

)

(854

)

(818

)

Adjusted net income

 

$

9,223

 

$

7,961

 

$

16,736

 

$

10,608

 

$

5,389

 

Diluted weighted-average shares outstanding

 

9,247,000

 

9,078,000

 

9,155,000

 

8,565,000

 

8,113,000

 

Diluted earnings per share

 

$

0.60

 

$

0.66

 

$

1.32

 

$

0.97

 

$

0.52

 

Stock-based compensation per share

 

0.29

 

0.12

 

0.30

 

0.14

 

0.10

 

Intangible amortization per share

 

0.15

 

0.12

 

0.26

 

0.22

 

0.14

 

Tax effect on stock-based compensation and intangible amortization per share

 

(0.04

)

(0.02

)

(0.06

)

(0.09

)

(0.10

)

Adjusted Diluted EPS

 

$

1.00

 

$

0.88

 

$

1.82

 

$

1.24

 

$

0.66

 

 

10