<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 30, 1995
-----------------
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________________ to _________________
Commission file number 1-11720
-------
ADVO, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-0885252
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Univac Lane, P.O. Box 755, Windsor, CT 06095-0755
- ------------------------------------------ ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (860) 285-6100
----------------------
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
----- -----
As of January 27, 1996 there were 20,870,231 shares of common stock
outstanding.
<PAGE>
ADVO, Inc.
Index to Quarterly Report
on Form 10-Q
Quarter Ended December 30, 1995
Part I - Financial Information Page
------------------------------ ----
Item 1. Financial Statements (Unaudited).
Consolidated balance sheets -
December 30, 1995 and September 30, 1995. 2
Consolidated statements of operations -
Three months ended December 30, 1995
and December 24, 1994. 3
Consolidated statements of cash flows -
Three months ended December 30, 1995
and December 24, 1994. 4
Notes to consolidated financial statements. 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations. 7
Part II - Other Information
---------------------------
Item 4. Submission of Matters to a Vote of
Security Holders. 9
Item 6. Exhibits and Reports on Form 8-K. 9
Signatures 10
<PAGE>
ADVO, Inc.
CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
December 30, September 30,
1995 1995
------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents-Related Party $ 2,896 $ 12,905
Cash and cash equivalents-Other 13,436 10,944
-------- --------
Total cash and cash equivalents 16,332 23,849
Available-for-sale securities-Related Party 33,875 30,611
Accounts receivable, net 60,133 61,089
Inventories 7,672 8,742
Prepaid expenses and other current assets 4,761 4,369
Deferred income taxes 13,556 13,049
Current assets of discontinued operations 13,043 13,950
-------- --------
Total current assets 149,372 155,659
Property, plant and equipment 130,991 128,861
Less accumulated depreciation and amortization (70,301) (68,385)
-------- --------
Net property, plant and equipment 60,690 60,476
Other assets 14,745 10,848
Non-current assets of discontinued operations 6,743 7,220
-------- --------
TOTAL ASSETS $231,550 $234,203
======== ========
LIABILITIES
Current liabilities:
Accounts payable $ 25,716 $ 24,556
Accrued compensation and benefits 20,024 25,482
Other current liabilities 36,248 38,639
Current liabilities of discontinued operations 5,812 8,118
-------- --------
Total current liabilities 87,800 96,795
Deferred income taxes 6,076 5,786
Other liabilities 1,198 1,216
-------- --------
7,274 7,002
STOCKHOLDERS' EQUITY
Series A Convertible preferred stock,
$.01 par value (Authorized 5,000,000
shares, none issued) - -
Common stock, $.01 par value (Authorized
40,000,000 shares, issued 24,608,085
and 24,583,092 shares, respectively) 246 246
Additional paid-in capital 139,462 138,735
Unrealized losses on available-for-sale
securities, net of tax ( 2) (62)
Retained earnings 60,535 55,020
-------- --------
200,241 193,939
Less common stock held in
treasury, at cost
(63,765) (63,533)
Total stockholders' equity -------- --------
136,476 130,406
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $231,550 $234,203
======== ========
</TABLE>
See Accompanying Notes.
- 2 -
<PAGE>
ADVO, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
------------------------------
December 30, December 24,
1995 1994
------------------------------
<S> <C> <C>
Revenues $256,512 $248,088
Costs and expenses:
Cost of sales 199,959 182,411
Selling, general and
administrative 47,069 51,017
Gain on sale of business lines (2,687) (2,243)
Provision for bad debts 1,202 699
-------- --------
Operating income 10,969 16,204
Interest income-Related Party 516 772
Interest income-Other 11 25
Other expense 118 219
-------- --------
Income before income taxes 11,378 16,782
Provision for income taxes 4,360 6,546
-------- --------
Income from continuing operations 7,018 10,236
Discontinued operations:
Loss from discontinued operations,
net of tax - (15)
Estimated loss on disposal of
discontinued operations, net of tax ( 981) -
-------- --------
Income before cumulative effect of
accounting change 6,037 10,221
Cumulative effect of change in
accounting for postemployment
benefits, net of tax - (1,545)
-------- --------
Net Income $ 6,037 $ 8,676
======== ========
Earnings from continuing operations $ .29 $ .44
Discontinued operations:
Estimated loss on disposal, net of tax ( .04) -
Cumulative effect of change
in accounting for post-
employment benefits - (.07)
-------- --------
Earnings per share (A) $ .25 $ .37
======== ========
Cash dividends declared per
share $ .025 $ .025
Weighted average common and
common equivalent shares:
Primary 23,856 23,213
Fully diluted 23,875 23,216
</TABLE>
- --------------
(A) Both primary and fully diluted.
See Accompanying Notes.
- 3 -
<PAGE>
ADVO, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three months ended
---------------------------
December 30, December 24,
1995 1994
---------------------------
<S> <C> <C>
Net cash provided by continuing
operating activities $ 1,287 $ 9,102
Cash flows from continuing investing activities:
Investment in business ventures/acquisitions - (11)
Acquisition of property, plant and equipment (4,246) (4,768)
Proceeds from disposals of property and equipment 5 -
Proceeds from sale of business lines 742 9,000
Sales and maturities of available-for-sale
securities 39,539 14,616
Purchases of available-for-sale securities (42,717) (14,172)
------- -------
Net cash provided (used) by continuing
investing activities (6,677) 4,665
Cash flows from continuing financing activities:
Tax effect - vesting of restricted
stock/options exercised 168 11
Proceeds from exercise of stock options 361 23
Purchase of common stock for treasury (231) (3,437)
Cash dividends paid (521) (522)
------- -------
Net cash used by continuing financing activities (223) (3,925)
------- -------
Net cash used by discontinued operations (1,904) (4,188)
------- -------
Increase (decrease) in cash and cash equivalents (7,517) 5,654
Cash and cash equivalents at beginning of period 23,849 39,748
------- -------
Cash and cash equivalents at end of period $16,332 $45,402
======= =======
</TABLE>
Excluded from the consolidated statements of cash flows was the effect of a
certain noncash activity in which the company received a note for $3.5 million
in conjunction with the sale of MidCoast Press during the first quarter of
fiscal 1996 (see note 3).
See Accompanying Notes.
- 4 -
<PAGE>
ADVO, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended December 30,
1995 are not necessarily indicative of the results that may be expected for the
fiscal year ending September 28, 1996. For further information, refer to the
consolidated financial statements and footnotes thereto included in ADVO's
annual report on Form 10-K for the fiscal year ended September 30, 1995.
Certain reclassifications have been made in the fiscal 1995 financial statements
to conform with the fiscal 1996 presentation.
In the prior fiscal year, the Company announced its plan to sell its in-store
marketing segment. As a result, the Company's results of operations have been
presented in the current quarter and restated in the prior year's quarter to
separately reflect continuing and discontinued operations in the consolidated
statements of operation and cash flows. The consolidated balance sheet has been
reclassified to reflect the assets and liabilities of the discontinued operation
under separate captions. In addition, the results of operations in the
management's discussion and analysis section excludes the revenues, cost of
sales, selling, general and administrative costs of the discontinued segment.
2. Gain on sale of business lines
MidCoast Press, the Company's commercial web offset printer, was sold during the
first quarter ended December 30, 1995. The Company recognized a before tax gain
of $2.7 million ($1.7 million after tax or $.07 per share) and received a note
for $3.5 million in conjunction with the sale.
During the first quarter ended December 24, 1994 of the previous fiscal year,
the Company sold its 50% ownership in InfoBase Services to Acxiom Corporation
and recognized a before tax gain on this transaction of $2.2 million ($1.4
million after tax or $.06 per share).
3. Discontinued operations
During the first quarter ended December 30, 1995, the Company incurred
approximately $1.0 million, net of tax, or $.04 per share of additional losses
related to the discontinued operation which includes operating losses estimated
to be incurred through the anticipated sale date.
4. Subsequent events
On January 17, 1996, the Company announced the declaration of a special dividend
of $10 per share of common stock. The special dividend is expected to be paid
on March 5, 1996 to stockholders of record on February 20, 1996.
In order to provide funds to pay the special dividend, to pay transaction
expenses incurred in connection therewith and for working capital and capital
expenditures purposes, the Company has received a commitment from a bank to
provide up to $220 million in senior credit facilities. The Company expects to
enter into a definitive loan agreement with the bank and other lenders
immediately prior to the payment of the special dividend. The commitment
provides that $195 million of the credit may be used to pay the special dividend
and related expenses. The Company expects that the balance of the funds for the
special dividend will be provided by cash on hand. Payment of the special
dividend is subject to the availability of the financing described above.
In connection with the special dividend, the Company is also making equitable
adjustments to outstanding employee stock options. As a result, the Company
expects to record a one-time noncash charge in the second quarter. The amount
of the charge will depend principally upon the market price of the stock at the
time of the transaction.
- 5 -
<PAGE>
ADVO, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)(Cont.)
The Company expects to make cash payments related to its recapitalization
activities of approximately $7 million to $10 million in the second quarter of
fiscal 1996, of which a significant portion relate to debt issue costs which
will be amortized over the life of the loan.
Warburg, Pincus Capital Partners, L.P., the Company's largest stockholder, which
holds approximately 2.9 million shares of the Company's common stock and a
warrant to purchase approximately 2.7 million shares of the Company's common
stock, has advised the Company that it intends to exercise its warrant in order
to receive the special dividend.
- 6 -
<PAGE>
ADVO, Inc.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
- ---------------------
Revenues for the first fiscal quarter of 1996 were $256.5 million or $8.4
million over fiscal 1995's first quarter results. The 3.4% increase in revenues
was primarily related to pricing gains offset by piece volume declines. These
pricing increases were mainly attributable to the pass through of the postal
rate increase effective January 1, 1995 and paper cost increases passed through
in June, 1995. Shared mail packages delivered increased from 786 million
packages in the first quarter of fiscal 1995 to 799 million packages in the
first quarter of fiscal 1996. Offsetting these price and package gains was a
decline in overall piece volume from 6.4 billion for the three months ended
December 24, 1994 to 6.2 billion for the comparable period of the current year.
The piece volume decrease was reflected in the pieces per package decline from
8.13 for the first three months of fiscal 1995 to 7.77 for the comparable period
in fiscal 1996. This drop in piece volume was primarily due to the sluggish
retail environment and the aforementioned pass through of postage and paper
costs.
Cost of sales as a percentage of revenues increased 4.5% over the prior fiscal
year to 78.0% for the quarter ended December 30, 1995 versus 73.5% for the
quarter ended December 24, 1994 primarily related to the decline in pieces per
package. The increase in cost of sales as a percentage of revenues was the
result of increased postage costs, due to the package volume increases and to a
lesser extent increased paper costs. In absolute terms, cost of sales increased
9.6% or $17.5 million over the comparable period of a year earlier. Postage
costs and print costs (inclusive of paper) increased 9% and 13%, respectively,
over the comparable period of the prior year.
Selling expense, including the provision for bad debts, remained relatively
constant at 12.4% of revenues for the first quarter of fiscal 1996 when compared
with 12.8% for the same quarter of fiscal 1995. In absolute terms selling
expense also remained consistent with the comparable period of the prior year at
approximately $31.8 million.
General and administrative costs decreased as a percentage of revenues from 8.0%
for the first quarter of fiscal 1995 to 6.4% for the comparable period of fiscal
1996. The decrease of $3.5 million, in absolute terms, in general and
administrative costs for the three months ended December 30, 1995 over a year
earlier was primarily attributable to the Company's ongoing consolidation of
operating facilities along with the downsizing of administrative offices as well
as the ongoing cost control efforts implemented by the Company.
During the quarter ended December 30, 1995 the Company recognized a $2.7 million
pretax gain on the sale of its MidCoast Press operation, a commercial web offset
printer. In the first quarter of the previous fiscal year the Company
recognized a $2.2 million pretax gain on the sale of its 50% ownership in
InfoBase, a database joint venture with the Acxiom Corporation.
As a result of the aforementioned, the Company reported a 32.3% decrease in
operating income to $11.0 million for the first three months of fiscal 1996 when
compared with the same period of fiscal 1995.
The effective income tax rate for three months ended December 30, 1995 and
December 24, 1994 was approximately 39%.
FINANCIAL CONDITION
- -------------------
Working capital increased $2.7 million to $61.6 million at December 30, 1995
from $58.9 million at September 30, 1995. The increase in working capital from
September 30, 1995 was mainly attributable to the decreases in accrued
compensation and benefits, primarily due to the payout during the first quarter
of incentive wages relating to fiscal 1995 results, and other current
liabilities as a result of decreases in customer advances. The working capital
ratio improved to 1.70 at December 30, 1995 from 1.61 at December 24, 1994.
Total stockholders' equity increased $6.1 million to $136.5 million at December
30, 1995. The increase was primarily a result of the Company's operating results
for the first quarter of fiscal 1996.
- 7 -
<PAGE>
LIQUIDITY
- ---------
The Company's main source of liquidity continues to be funds from continuing
operating activities. Cash provided by continuing operating activities decreased
$7.8 million to $1.3 million when comparing the first three months of fiscal
1996 to the comparable period in fiscal 1995. The decrease is due to the
reductions in accrued compensation and benefits and customer advances. Also
contributing to the decrease was lower operating results in fiscal 1996 compared
with fiscal 1995.
Cash and cash equivalents decreased $7.5 million to $16.3 million for the
quarter ended December 30, 1995 versus an increase of $5.7 million for the
comparable period of fiscal 1995. The decrease was reflective of additional
purchasing activity of available-for-sale securities and purchases for capital
expenditures. The $5.7 million increase for the first three months of fiscal
1995 was primarily reflective of the $9.0 million received from the sale of the
Company's 50% ownership in its InfoBase joint venture, offset by purchases of
common stock for treasury.
Funds from continuing operating activities continue to be adequate to fund the
Company's plan of restructuring. There have been no material changes in the
Company's plan of restructuring or the benefits anticipated to be realized from
the plan's implementation.
SUBSEQUENT EVENTS
- -----------------
On January 17, 1996, the Company announced the declaration of a special dividend
of $10 per share of common stock. The special dividend is expected to be paid
on March 5, 1996 to stockholders of record on February 20, 1996.
In order to provide funds to pay the special dividend, to pay transaction
expenses incurred in connection therewith and for working capital and capital
expenditures purposes, the Company has received a commitment from a bank to
provide up to $220 million in senior credit facilities. The Company expects to
enter into a definitive loan agreement with the bank and other lenders
immediately prior to the payment of the special dividend. The commitment
provides that $195 million of the credit may be used to pay the special dividend
and related expenses. The Company expects that the balance of the funds for the
special dividend will be provided by cash on hand. Payment of the special
dividend is subject to the availability of the financing described above.
The Company expects that funds from continuing operating activities will be
adequate to fund the Company's loan requirements, related charges and future
operations.
In connection with the special dividend, the Company is also making equitable
adjustments to outstanding employee stock options. As a result, the Company
expects to record a one-time noncash charge in the second quarter. The amount
of the charge will depend principally upon the market price of the stock at the
time of the transaction.
The Company expects to make cash payments related to its recapitalization
activities of approximately $7 million to $10 million in the second quarter of
fiscal 1996, of which a significant portion relate to debt issue costs which
will be amortized over the life of the loan.
- 8 -
<PAGE>
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the 1996 Annual Meeting of Stockholders of ADVO, Inc. (the "Company"), held
on January 18, 1996, the following matters were submitted to a vote of the
stockholders.
1. The election of nine Directors to serve until the Annual Meeting of
Stockholders in 1997.
2. The approval of an amendment to the 1988 Non-qualified Stock Option Plan and
the 1993 Stock Option Subplan, as amended.
3. The ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending September 28, 1996.
Each of the three proposals were approved by the stockholders in their entirety.
For a list of the directors elected and the votes cast for and against each of
the proposals reference is made to exhibit No. 22, Report of Inspector of
Election for ADVO, Inc. Common Stock, attached hereto.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit Index
Sequential
Exhibit No. Exhibits Page Number
----------- -------- -----------
11 Statement re computation of
per share earnings.
22 Report of Inspector of Election
for ADVO, Inc. Common Stock.
27 Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
No report on Form 8-K was filed by the Company with respect to the
quarter ended December 30, 1995.
- --------------------------------------------------------------------------------
Omitted from this Part II are items which are inapplicable or to which the
answer is negative for the period covered.
- 9 -
<PAGE>
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 thereunto duly authorized.
ADVO, Inc.
Date: February 9, 1996 By: /s/ ROBERT S. HIRST
---------------- --------------------------
Robert S. Hirst
Vice President and Controller
(Principal Accounting Officer)
- 10 -
<PAGE>
Exhibit 11
----------
Page 1 of 2
ADVO, Inc.
COMPUTATION OF PRIMARY PER SHARE EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
-----------------------------
December 30, December 24,
1995 1994
------------ ------------
<S> <C> <C>
EARNINGS APPLICABLE TO COMMON STOCK $ 6,037 $ 8,676
======= =======
AVERAGE COMMON AND COMMON EQUIVALENT
SHARES
Average common shares outstanding 20,771 20,692
Assumed conversion or exercise of:
Warrants 2,377 2,245
Stock Options 679 245
Restricted Stock 29 31
------ ------
Weighted average common and common
equivalent shares 23,856 23,213
====== ======
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE $ .25 $ .37
====== ======
</TABLE>
<PAGE>
Exhibit 11
----------
Page 2 of 2
ADVO, Inc.
COMPUTATION OF FULLY DILUTED PER SHARE EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
-----------------------------
December 30, December 24,
1995 1994
------------ ------------
<S> <C> <C>
EARNINGS APPLICABLE TO FULLY
DILUTED SHARES $ 6,037 $ 8,676
======= =======
FULLY DILUTED SHARES
Average common shares outstanding 20,771 20,692
Assumed conversion or exercise of:
Warrants 2,380 2,245
Stock Options 691 245
Restricted Stock 33 34
------ ------
Fully diluted shares 23,875 23,216
====== ======
EARNINGS PER SHARE ASSUMING
FULL DILUTION $ .25 $ .37
====== ======
</TABLE>
<PAGE>
Exhibit 22
-----------
Page 1 of 2
REPORT OF INSPECTOR OF ELECTION
FOR ADVO, INC. ANNUAL MEETING
HELD ON JANUARY 18, 1996
The undersigned, appointed as Inspector of Election, hereby reports and
certifies the following results based on the proxies voted at the Annual Meeting
of shareholders on January 18, 1996.
Shares Voted: 18,714,463 89.82%
The following votes of common stock were cast:
<TABLE>
<CAPTION>
For Directors
-------------
Durrett Fritz Kamerschen Morris Rockwell
------- ----- ---------- ------ --------
<S> <C> <C> <C> <C> <C>
Votes
in Favor 18,356,958 18,360,660 18,360,981 18,353,026 18,361,518
Votes
Withheld 357,505 353,803 353,482 361,437 352,945
<CAPTION>
Lachman Newman Stowe Vogelstein
------- ------ ----- ----------
<S> <C> <C> <C> <C>
Votes
in Favor 18,361,106 18,360,590 18,361,393 18,361,393
Votes
Withheld 353,357 353,873 353,070 353,070
</TABLE>
Proposition 2, Approval of an Amendment of
------------------------------------------
the 1988 Non-Qualified Stock Option Plan and the 1993
-----------------------------------------------------
Stock Option Subplan, as amended
--------------------------------
<TABLE>
<CAPTION>
Common
------
<S> <C> <C>
Votes in Favor 15,019,186 72.08%
Votes Against 3,383,314 16.24%
Abstain 311,963 1.50%
</TABLE>
Proposition 3, Ratification of the Appointment
----------------------------------------------
of Ernst & Young LLP Independent Auditors for Fiscal 1996
---------------------------------------------------------
<TABLE>
<CAPTION>
Common
------
<S> <C> <C>
Votes in Favor 18,540,440 88.98%
Votes Against 9,221 .04%
Abstain 164,802 .80%
</TABLE>
JOHN J. BORYCZSKI /s/
----------------------------
John J. Boryczki
Assistant Vice President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ADVO, INC.'S
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-30-1995
<CASH> 16,332
<SECURITIES> 33,875
<RECEIVABLES> 64,670
<ALLOWANCES> 4,537
<INVENTORY> 7,672
<CURRENT-ASSETS> 149,372
<PP&E> 130,991
<DEPRECIATION> (70,301)
<TOTAL-ASSETS> 231,550
<CURRENT-LIABILITIES> 87,800
<BONDS> 0
0
0
<COMMON> 246
<OTHER-SE> 136,230
<TOTAL-LIABILITY-AND-EQUITY> 231,550
<SALES> 0
<TOTAL-REVENUES> 256,512
<CGS> 0
<TOTAL-COSTS> 199,959
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,202
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11,378
<INCOME-TAX> 4,360
<INCOME-CONTINUING> 7,018
<DISCONTINUED> (981)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,037
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
