<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
AUGUST 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-13616
INTERVOICE, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1927578
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17811 WATERVIEW PARKWAY DALLAS, TX 75252
(Address of principal executive offices)
972-454-8000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
The Registrant had 16,196,291 shares of common stock, no par value per
share, outstanding as of the close of the period covered by this report.
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
InterVoice, Inc.
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
August 31, February 29,
ASSETS 1996 1996
----------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $24,138,198 $23,573,976
Accounts and notes receivable, net of allowance
for doubtful accounts of $653,586 in 1997 and
$746,027 in 1996 27,615,137 24,704,425
Inventory 16,061,453 12,586,640
Prepaid expenses 930,920 804,428
Deferred taxes 1,377,506 1,714,246
----------- -----------
70,123,214 63,383,715
PROPERTY AND EQUIPMENT
Building 15,988,610 15,865,605
Computer equipment 9,706,794 8,193,562
Furniture, fixtures and other 5,123,661 4,737,625
Service equipment 2,069,319 2,025,558
----------- -----------
32,888,384 30,822,350
Less allowance for depreciation 11,339,093 9,540,886
----------- -----------
21,549,291 21,281,464
OTHER ASSETS
Intangible assets, net of amortization
of $2,325,470 in 1997 and
$1,893,619 in 1996 6,499,958 4,712,495
Other assets 199,868 349,132
----------- -----------
$98,372,331 $89,726,806
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $10,520,164 $11,796,125
Customer deposits 2,419,752 2,527,514
Deferred income 4,344,153 4,075,099
Income taxes payable 466,837 1,053,519
----------- -----------
17,750,906 19,452,257
DEFERRED TAXES 713,074 713,074
CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock, $100 par value--2,000,000
shares authorized: none issued
Common Stock, no par value, at nominal
assigned value--62,000,000 shares
authorized:19,196,291 issued,
16,196,291 outstanding in 1997
and 18,984,206 issued, 15,984,206
outstanding in 1996 9,588 9,460
Additional paid-in capital 41,692,601 39,103,070
Unearned compensation (929,379) (436,281)
Treasury stock - at cost (24,003,245) (24,003,245)
Retained earnings 63,138,786 54,888,471
----------- -----------
79,908,351 69,561,475
----------- -----------
$98,372,331 $89,726,806
=========== ===========
</TABLE>
<PAGE> 3
InterVoice, Inc.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- ------------------------
August 31, August 31, August 31, August 31,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $27,300,022 $23,683,721 $52,859,523 $45,700,418
Cost of goods sold 10,114,594 8,301,778 19,263,336 15,962,059
----------- ----------- ----------- -----------
Gross Margin 17,185,428 15,381,943 33,596,187 29,738,359
----------- ----------- ----------- -----------
Research and development expenses 2,869,586 2,319,179 5,613,633 4,549,300
Selling, general and administrative
expenses 8,156,878 6,741,678 16,026,541 12,878,816
----------- ----------- ----------- -----------
Income from operations 6,158,964 6,321,086 11,956,013 12,310,243
Other income 171,076 147,798 357,878 251,870
----------- ----------- ----------- -----------
Income before income taxes 6,330,040 6,468,884 12,313,891 12,562,113
Income taxes 2,058,986 2,230,960 4,063,576 4,333,929
----------- ----------- ----------- -----------
Net income $ 4,271,054 $ 4,237,924 $ 8,250,315 $ 8,228,184
=========== =========== =========== ===========
Earnings per common and
common equivalent share $ 0.26 $ 0.26 $ 0.49 $ 0.50
=========== =========== =========== ===========
Weighted average number of common
and common equivalent shares 16,599,084 16,441,611 16,754,025 16,321,278
=========== =========== =========== ===========
</TABLE>
<PAGE> 4
InterVoice, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
---------------------- Paid-in Unearned Treasury
Shares Amount Capital Compensation Stock
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at February 29, 1996 15,984,206 $9,460 $39,103,070 ($436,281) ($24,003,245)
Exercise of stock options 176,537 110 1,518,926 -- --
Issuance of restricted stock 35,548 18 1,070,605 (493,098) --
Net Income -- -- -- -- --
---------------------------------------------------------------------------
Balance at August 31, 1996 16,196,291 $9,588 $41,692,601 ($929,379) ($24,003,245)
===========================================================================
<CAPTION>
Retained
Earnings Total
-----------------------------
<S> <C> <C>
Balance at February 29, 1996 $54,888,471 $69,561,475
Exercise of stock options -- 1,519,036
Issuance of restricted stock -- 577,525
Net Income 8,250,315 8,250,315
-----------------------------
Balance at August 31, 1996 $63,138,786 $79,908,351
=============================
</TABLE>
<PAGE> 5
InterVoice, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------- -------------------------
August 31, August 31, August 31, August 31,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,271,054 $ 4,237,924 $ 8,250,315 $ 8,228,184
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization 1,138,431 1,160,251 2,230,058 2,159,238
Changes in operating assets
and liabilities (4,701,467) (5,852,422) (7,429,907) (5,523,065)
----------- ----------- ----------- -----------
NET CASH FROM OPERATIONS 708,018 (454,247) 3,050,466 4,864,357
INVESTING ACTIVITIES
Purchase of property
and equipment (1,091,902) (911,988) (2,178,465) (2,431,022)
Purchased software (1,208,120) (523,396) (2,070,050) (592,103)
Decrease in notes
receivable 26,953 40,377 40,412 80,754
----------- ----------- ----------- -----------
(2,273,069) (1,395,007) (4,208,103) (2,942,371)
FINANCING ACTIVITIES
Purchase of Treasury Stock -- -- -- --
Exercise of stock options 295,219 1,520,948 1,721,859 2,028,456
----------- ----------- ----------- -----------
295,219 1,520,948 1,721,859 2,028,456
----------- ----------- ----------- -----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (1,269,832) (328,306) 564,222 3,950,442
Cash and cash equivalents,
beginning of period 25,408,030 14,555,700 23,573,976 10,276,952
CASH AND CASH EQUIVALENTS,
END OF PERIOD $24,138,198 $14,227,394 $24,138,198 $14,227,394
=========== =========== =========== ===========
</TABLE>
<PAGE> 6
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SIX MONTHS ENDED AUGUST 31, 1996
NOTE A -- BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
The Balance Sheet at February 29, 1996 has been derived from audited financial
statements at that date. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the unaudited August 31, 1996 and 1995 financial statements
have been included. Operating results for the six month period ended August
31, 1996 are not necessarily indicative of the results that may be expected for
the year ending February 28, 1997 as they may be affected by a number of
factors, including the timing and ultimate receipt of orders from significant
customers which continue to constitute a large portion of the Company's sales,
the sales channel mix of products sold, and changes in general economic
conditions, any of which could have an adverse effect on operations.
NOTE B -- EARNINGS PER SHARE
Earnings per share are computed based on the sum of the average outstanding
common shares and common equivalent shares. Common equivalent shares assume
the exercise of all dilutive stock options using the treasury stock method.
Primary and fully diluted earnings per share are not materially different for
the periods presented.
NOTE C -- CONTINGENCIES
The Company is subject to certain legal proceedings and claims that arise in
the ordinary course of its business. In the opinion of management, based on
discussions with and advice of legal counsel, the amount of ultimate liability
with respect to these actions will not materially affect the consolidated
results of operations or financial condition of the Company.
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SALES. Sales in the first six months and second quarter of fiscal
1997 increased approximately $7.2 million and $3.6 million, respectively, or
16% and 15%, respectively, when compared to the same periods of fiscal 1996.
These increases were due primarily to increased domestic customer premise
equipment sales and international customer equipment sales, particularly to
Latin America and Asia-Pacific markets. Domestic customer premise equipment
sales for the first six months and second quarter of fiscal 1997 increased 28%
and 12%, respectively, when compared to the same periods of fiscal 1996.
International customer premise equipment sales for the same periods increased
50% and 11%, respectively, when compared to the same period of fiscal 1996. The
Company believes that some domestic telecommunications companies have
temporarily delayed their implementation of call automation solutions while
they further evaluate marketing investment strategies in the light of new
opportunities resulting from deregulation. Management believes that, as a
result, sales to telecommunications companies for the first six months and
second quarter of fiscal 1997 declined to 19% and 20% of the Company's total
sales, respectively, from 25% of the Company's total sales in both the first
six months and second quarter of fiscal 1996. Sales to a leading domestic
telecommunications company in the first six months and second quarter of fiscal
1997 were approximately $7.4 million and $5.4 million, respectively, or 14% and
20%, respectively, of the Company's total sales.
COST OF GOODS SOLD. Cost of goods sold as a percentage of sales
increased to 36% and 37% in the first six months and the second quarter of
fiscal 1997 from 35% in the same periods of fiscal 1996. This increase is
primarily due to the Company's continued investment in applications engineering
and customer service resources to pursue opportunities in all of its markets.
RESEARCH AND DEVELOPMENT. Research and development expenses in the
first six months and second quarter of fiscal 1997 increased approximately $1.1
million and approximately $0.6 million, or 23% and 24%, over the same periods
of fiscal 1996. Such expenses in the first six months and second quarter of
fiscal 1997 constituted 11% of the Company's total sales, comparable to the
same periods of fiscal 1996. Research and development expenses in the first
six months and second quarter of fiscal 1997 included porting the Company's
InterSoft core software to the UNIX and Windows NT operating systems and the
development of VisualConnect (the ability to communicate with OneVoice Systems
via the Internet), Media Connect (the multi-media implementation of interactive
voice response, or IVR), and InVision (the Company's next generation customer
application development tool), and the enhancement of products acquired in the
VoicePlex Corporation transaction. Additionally, expenditures were made for
the ongoing development of the Company's OneVoice Multi-application Platform
including OneVoice (the Company's IVR system), InterDial (the Company's
outbound predictive dialer system), OneLink (a digital interface for analog
switches), and of digital VocalCard software and hardware functionality.
<PAGE> 8
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased approximately $3.1 million and approximately
$1.4 million in the first six months and second quarter of fiscal 1997 as
compared to the same periods of fiscal 1996. As a percentage of the Company's
total sales, selling, general and administrative expenses in both the first six
months and second quarter of fiscal 1997 increased slightly, to 30% from 28%,
from the same periods of fiscal 1996 as the Company continued to invest in
selling, general and administrative resources as it expands its worldwide
sales, service and support personnel and marketing and advertising programs.
OTHER INCOME. Other income in the first six months of fiscal 1997,
consisting primarily of interest income on cash and other non-operating
interest income, increased approximately $0.1 million from the same period of
fiscal 1996 as the result of reduced cash balances, during the same period of
fiscal 1996, resulting from the completion of the Company's stock repurchase
program, the Company's purchase of VoicePlex Corporation, and the completion of
the Company's new facilities in Dallas. Other income during the second quarter
of fiscal 1997 was flat compared with the same period of fiscal 1996.
INCOME FROM OPERATIONS. Operating income and net income during the
first six months and second quarter of fiscal 1997 were approximately equal to
the corresponding periods of fiscal 1996. The Company increased its investment
in sales, marketing, application engineering and research and development
resources at a greater rate than the increase in the Company's total sales to
continue to pursue opportunities in the customer premise equipment and
telecommunications markets.
LIQUIDITY AND CAPITAL RESOURCES. At August 31, 1996, the Company had
cash reserves of approximately $24.1 million. The Company believes its cash
reserves and internally generated cash flow will be sufficient to meet its
operating cash requirements for the foreseeable future. The Company reviews
share repurchase and acquisition opportunities from time to time and believes
it has access to the financial resources necessary to pursue attractive
opportunities as they arise.
DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS. This report on
Form 10-Q includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-Q, including, without
limitation, statements contained in this "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and under "Notes to Unaudited
Financial Statements" and "Legal Proceedings" located elsewhere herein
regarding the Company's financial position, business strategy, plans and
objectives of management of the Company for future operations, industry
conditions and litigation, are forward-looking statements. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. In addition to important factors described elsewhere in this report,
the following significant factors, among others, sometimes have
<PAGE> 9
affected, and in the future could affect, the Company's actual results and
could cause such results during fiscal 1997, and beyond, to differ materially
from those expressed in any forward-looking statements made by or on behalf of
the Company:
o The Company faces ever-increasing demands from its actual and prospective
customers for its products to be compatible with a variety of rapidly
proliferating computing, telephony and computer networking technologies
and standards and to provide greater functionality. Since the Company
does not have the resources to cause its products to be compatible with
each new technology or standard and to provide all requested
functionality, the ultimate success of the Company's products is
dependent, to a large degree, on the Company allocating its resources to
developing and improving products compatible with those technologies,
standards and functionalities that ultimately become widely accepted by
the Company's actual and prospective customers. The Company's success is
also dependent, to a large degree, on the Company's ability to implement
arrangements with other vendors with complementary product offerings to
provide actual and prospective customers greater functionality and to
ensure that the Company's products are compatible with the increased
variety of technologies and standards.
o Intense competition in the voice automation industry.
o Ability of the Company to continue to introduce new features and products
as the Company's markets evolve, as new technologies and standards become
available, and customers demand additional functionality, requiring a
continued high level of expenditures by the Company for research and
development.
o Ability of the Company to properly estimate costs under fixed price
contracts in developing application software and otherwise tailoring its
systems to customer-specific requests.
o Continued availability of suitable non-proprietary computing platforms
and system operating software that are compatible with the Company's
products.
o The ability of the Company to retain its customer base and, in
particular, its more significant customers (such as MCI
Telecommunications, which accounted for over ten percent of the Company's
total sales in the last three fiscal years) since such customers
generally are not contractually obligated to place further orders with
the Company.
o Certain of the components for the Company's products are available from
limited suppliers. The Company's operating results could be adversely
affected if the Company were unable to obtain such components in the
future.
<PAGE> 10
o Risks involved in the Company's international distribution and sales of
its products, including unexpected changes in regulatory requirements,
unexpected changes in exchange rates, the difficulty and expense of
maintaining foreign offices and distribution channels, tariffs and other
barriers to trade, difficulty in protecting intellectual property rights,
foreign governmental regulations that may limit or restrict the sales of
call automation systems. Additionally, changes in foreign credit markets
and currency exchange rates may result in requests by many international
customers for extended payment terms and may have an adverse impact on
the Company's cash flow and its level of accounts receivable.
o Legislative and administrative changes and, in particular, changes
affecting the telecommunications industry, such as the recently enacted
Telecommunications Act of 1996. While many industry analysts expect the
Telecommunications Act of 1996 to result in at least a temporary surge in
the procurement of telecommunications equipment and related software and
other products, there is no assurance that the Company can estimate with
sufficient accuracy those products which will ultimately be purchased,
the timing of any such purchases or the quantities to be purchased.
o The Company's ability to hire and retain, within the Company's
compensation parameters, qualified technical talent and outside
contractors in highly competitive markets for the services of such
personnel.
o Extreme price and volume trading volatility in the U.S. stock market,
which has had a substantial effect on the market prices of securities of
many high technology companies frequently for reasons other than the
operating performance of such companies. These broad market fluctuations
could adversely affect the market price of the Company's common stock.
o The risks of litigation and, in particular, increasing litigation with
respect to the enforcement of patents, copyrights and other intellectual
property.
All subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements disclosed in this paragraph and otherwise
in this report.
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to litigation between the Company and the Company's
wholly-owned French subsidiary, InterVoice S.A., and Realizzazione Investimenti
per lo Sviluppo delle Comunicazioni s.r.l., an Italian registered limited
company ("RISC"), described in Part 1, Item 3 of the Company's Annual Report on
Form 10-K for the year ended February 29, 1996. On September 23, 1996, the
court-appointed expert circulated his preliminary opinion as to the estimated
amount of losses sustained by RISC to both parties in the proceeding for their
review and comment. The expert's preliminary opinion estimated the loss
sustained by RISC at approximately $2.65 million, based on current exchange
rates. RISC had alleged losses of approximately $16 million. The Company and
RISC have until October 23, 1996 to respond to the expert's preliminary
opinion. The Company intends to vigorously contest the expert's preliminary
opinion as to the amount of losses sustained by RISC. After the parties have
had an opportunity to respond to the preliminary opinion, the expert will then
have the option of conducting additional hearings on the matter of damages
before filing his final opinion with the Commercial Court of Nanterre in
France, or he may file his final opinion without conducting any additional
hearings. The estimate of losses sustained by RISC in the expert's final
opinion may be more or less than the losses estimated in the preliminary
opinion. The expert's review is limited to issues of fact as they relate to
the determination of damages. The expert has no authority to determine legal
issues related to the existence or the amount of damages. In the proceeding
before the Commercial Court on the issue of damages, the judge will consider
the expert's final opinion, but is not obligated to concur with the opinion in
his final ruling on the matter. As discussed in the Company's most recent
Annual Report on Form 10-K, the Commercial Court on December 8, 1995 held that
the Company and its subsidiary were liable for damages based on breach of
contract claims asserted by RISC. However, the Commercial Court also
determined that RISC was at fault and should, therefore, bear a share of any
loss which might be established. The Commercial Court reserved judgment
concerning the share of any such loss to be borne by RISC. The Company and its
subsidiary have appealed the Commercial Court's decision on December 8, 1995
concerning liability and, pursuant to French procedure, such appeal will result
in a trial de novo. In the trial de novo on the issue of liability, the
Appellate Court will not be obligated to follow any factual or legal
determination by the Commercial Court. The Appellate Court is not likely to
conduct any new expertal proceedings on the issue of liability and will have
access to an expert's report which was prepared for the Commercial Court for
the December, 1995 proceeding. The Company intends to vigorously contest the
Commercial Court's determination as to liability and all claims asserted by
RISC in the proceeding before the expert to determine damages, and believes it
has meritorious defenses to such claims and the determination by the Commercial
Court in addition to meritorious counterclaims which it intends to assert.
When the Commercial Court issues its ruling on the amount of damages sustained
by RISC, InterVoice will have the option of also appealing that decision, and
such appeal will also result in a trial de novo. The process for pursuing any
such appeal of any such
<PAGE> 12
determination of damages will be similar to the process for appealing the
Commercial Court's determination of liability discussed above. As with any
legal proceeding, there is no guarantee that the Company will prevail in its
current proceedings with RISC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of the Company was held at 10:00
a.m., local time, on Thursday, July 25, 1996 in Dallas, Texas.
Proxies were solicited by the Board of Directors of the Company
pursuant to Regulation 14A under the Securities Exchange Act of 1934. There
was no solicitation in opposition to the Board of Directors nominees as listed
in the proxy statement and all such nominees were duly elected. The following
persons are the nominees of the Board of Directors who were re-elected as
directors at the annual meeting: Daniel D. Hammond, Michael W. Barker, Joseph
J. Pietropaolo, George C. Platt and Grant A. Dove.
The second matter voted on and approved by the shareholders, as fully
described in the proxy statement for the annual meeting, was a proposal to
amend the Company's 1990 Incentive Stock Option Plan to increase from 3,800,000
to 4,550,000 the aggregate number of shares of common stock of the Company
authorized for issuance under the Plan. The shareholders and their proxies
cast 12,817,737 votes in favor of the proposal, 421,714 against the proposal,
and there were 42,159 abstentions.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERVOICE, INC.
Date: 10/15/96 By: /s/ ROB-ROY J. GRAHAM
------------------------------------
Rob-Roy J. Graham
Chief Financial Officer
(Chief Accounting Officer)
<PAGE> 13
INTERVOICE, INC.
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------ -------
27.1 Financial Data Schedule
Furnished upon request
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> AUG-31-1996
<CASH> 24,138,198
<SECURITIES> 0
<RECEIVABLES> 27,615,137
<ALLOWANCES> 653,586
<INVENTORY> 16,061,453
<CURRENT-ASSETS> 70,123,214
<PP&E> 32,888,384
<DEPRECIATION> 11,339,093
<TOTAL-ASSETS> 98,372,331
<CURRENT-LIABILITIES> 17,750,906
<BONDS> 0
0
0
<COMMON> 9,588
<OTHER-SE> 79,898,763
<TOTAL-LIABILITY-AND-EQUITY> 98,372,331
<SALES> 52,859,523
<TOTAL-REVENUES> 52,859,523
<CGS> 19,263,336
<TOTAL-COSTS> 19,263,336
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (75,627)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 12,313,891
<INCOME-TAX> 4,063,576
<INCOME-CONTINUING> 8,250,315
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,250,315
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
</TABLE>
