<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
----------------------------------------------
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 0-17750
------------------------------------------------------
MERCOM, INC.
- -----------------------------------------------------------------------------
(Exact name or registrant as specified in its charter)
Delaware 38-2728175
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Carnegie Center
Princeton, New Jersey 08540-6215
--------------------------------
(Address of principle executive offices)
(Zip Code)
(609) 734-3737
- ------------------------------------------------------------------------------
(Registrant's telephone number including area code)
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
-------- --------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock ($1.00 par value), as of July 31, 1997.
Common Stock 4,787,060 shares
This Form 10-Q consists of 14 sequentially numbered pages.
<PAGE>
MERCOM, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations -
Quarters and Six Months Ended June 30, 1997
and 1996 4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
MERCOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- -----------
<S> <C> <C>
ASSETS:
Cash & temporary cash investments $ 2,614 $ 3,054
Accounts receivable:
Trade, net of reserve for doubtful accounts of $78 and $36 at
June 30, 1997, and December 31, 1996, respectively 303 309
Other 33 60
Prepaid expenses and other 86 101
Property, plant and equipment 42,485 41,643
Less - accumulated depreciation 28,699 27,395
----------- -----------
Net property, plant and equipment 13,786 14,248
Intangible assets - net of accumulated amortization of $2,276 and $2,134
at June 30, 1997, and December 31, 1996, respectively 1,937 2,079
----------- -----------
Total Assets $ 18,759 $ 19,851
=========== ===========
LIABILITIES AND SHAREHOLDERS' CAPITAL DEFICIENCY:
Accounts payable, trade $ 578 $ 828
Accounts payable, affiliates 375 784
Other liabilities 1,385 1,578
Accrued litigation costs 2,150 2,150
Debt 16,063 17,430
----------- -----------
Total Liabilities 20,551 22,770
----------- -----------
SHAREHOLDERS' CAPITAL DEFICIENCY:
Preferred stock, $100 par value, 150,000 shares authorized, none issued and
outstanding at June 30, 1997, and December 31, 1996
Common stock, $1 par value, 5,000,000 shares authorized,
4,787,060, issued and outstanding at June 30, 1997, and December 31, 1996 4,787 4,787
Additional paid-in capital 11,374 11,374
Accumulated deficit (17,953) (19,080)
----------- -----------
Total Shareholders' Capital Deficiency (1,792) (2,919)
----------- -----------
Total Liabilities and Shareholders' Capital Deficiency $ 18,759 $ 19,851
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
MERCOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
---------------------- -------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $4,232 $3,885 $8,296 $7,684
------- ------- ------- -------
Cost and expenses 2,599 2,447 5,167 4,907
Depreciation and amortization 735 783 1,457 1,562
------- ------- ------- -------
Total operating expenses 3,334 3,230 6,624 6,469
------- ------- ------- -------
Operating income 898 655 1,672 1,215
------- ------- ------- -------
Other (Income) Expenses:
Interest income (37) (29) (79) (56)
Other expense 54 2 38 1
Interest expense 284 299 567 620
------- ------- ------- -------
Total other expenses, net 301 272 526 565
------- ------- ------- -------
Income before income taxes 597 383 1,146 650
(Benefit) provision for income taxes (133) (4) 19 --
------- ------- ------- -------
Net income $730 $387 $1,127 $650
======= ======= ======= =======
Net income per average common share $0.15 $0.08 $0.24 $0.14
======= ======= ======= =======
Weighted Average Common Shares Outstanding (in thousands) 4,787 4,787 4,787 4,787
======= ======= ======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
MERCOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
---- ----
<S> <C> <C>
Net Cash Provided By Operating Activities $ 1,781 $ 938
------- -------
Cash Flows From Investing Activities
Expansion, improvements and other (854) (477)
------- -------
Cash Flows From Financing Activities
Repayment of bank loans (1,367) (750)
------- -------
Net cash used in financing activities (1,367) (750)
------- -------
Net decrease in cash & temporary cash investments (440) (289)
Cash & temporary cash investments, January 1, 3,054 2,033
------- -------
Cash & temporary cash investments, June 30, $ 2,614 $ 1,744
======= =======
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest $658 $638
Taxes $23 $9
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
MERCOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(1) RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS
The condensed consolidated financial statements included herein have been
prepared by Mercom, Inc. (the "Company"), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. However, in the opinion of
management, such statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
information. The condensed consolidated financial statements should be read in
conjunction with the annual statements and notes thereto included in the
Company's 1996 Annual Report to the Securities and Exchange Commission on Form
10-K. The results of operations for the interim periods are not necessarily
indicative of the results that might be expected for future interim periods or
for the full year ended December 31, 1997.
(2) DEBT
Debt consists of the following:
June 30 December 31
1997 1996
---- ----
Term Credit Agreement $16,063 $17,430
======= =======
Under the terms of the Term Credit Agreement, the Company made scheduled
principal payments in 1997 of $437 and $438 in the first and second quarter,
respectively. In addition, the Company is required to amortize additional debt
to the extent the Company generates excess cash flow. The requirement for such
additional amortization at December 31, 1996, of approximately $492, was due and
paid by March 31, 1997.
The credit agreements contain restrictive covenants, including the maintenance
of a specified debt to cash flow ratio, an interest coverage ratio and
restrictions on the payment of dividends. At June 30, 1997, the Company was in
compliance with all covenants associated with its credit agreements. The
Revolving Credit Agreement provides for revolving credit borrowings up to $2,000
as of June 30, 1997. A fee of 3/8% per annum is required on the unused portion
of the available commitment. The Company had no borrowings under this agreement
as of June 30, 1997.
The weighted average effective interest rates for outstanding debt at June 30,
1997, and December 31, 1996, were 6.91% and 6.5%, respectively. Interest is paid
based on Prime, LIBOR or CD rates, depending on the type of loan and terms of
the agreement.
6
<PAGE>
MERCOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(3) INCOME TAXES
The provision for income taxes is different from the amounts computed by
applying the U.S. statutory federal tax rate of 34% primarily due to the effects
of net operating loss carryforwards.
(4) AFFILIATE TRANSACTIONS
The Company had amounts due to C-TEC Corporation, majority stockholder of the
Company, and C-TEC subsidiaries ("C-TEC"), of $375 and $784 at June 30, 1997,
and December 31, 1996, respectively, primarily related to management services
provided by C-TEC Cable Systems, Inc. ("CCS"). The Company entered into a new
management agreement with C-TEC Cable Systems of Michigan, Inc., now by name
change, Cable Michigan, Inc., ("CCS Michigan"), in January 1997, pursuant to
which CCS Michigan manages the Company's cable television systems' operations.
The management agreement was reviewed and approved by the Company's Board of
Directors.
(5) RESTRUCTURING AND SUBSEQUENT EVENTS
a) C-TEC recently announced a restructuring plan to separate its operations into
three publicly held companies. Under the plan, one of those companies will be
Cable Michigan, Inc., which will own all of C-TEC's Michigan cable television
operations, including its interest in the Company. The restructuring is subject
to certain conditions and there can be no assurance that any restructuring will
take place. On June 18, 1997, C-TEC received approval by the Internal Revenue
Service to form three separate, publicly held companies.
b) On May 12, 1997, C-TEC announced that it had proposed to acquire the 38.08%
of the common stock of the Company not currently owned by it, in exchange for
8.75% of the common stock of CCS Michigan, a C-TEC subsidiary. In the proposed
transaction, the Company would become a wholly owned subsidiary of CCS Michigan.
In connection with receipt of the IRS ruling, C-TEC is suspending discussions
pertaining to the acquisition of the 38.08% of the common stock of the Company
not currently owned by it until after the completion of its restructuring.
c) On July 1, 1997, the Company sold its stock in Mercom of Florida, Inc., which
operates a cable system in Port St. Lucie, Florida, consisting of approximately
1,900 subscribers to Adelphia Communications Corporation for cash of $3,650.
The Company will realize a gain on the transaction.
7
<PAGE>
MERCOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(6) EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS No. 128").
SFAS No. 128 establishes standards for computing and presenting earnings per
share (EPS) and applies to entities with public held common stock or potential
common stock. SFAS No. 128 is effective for financial statements issued after
December 31, 1997, earlier application is not permitted. SFAS No. 128 requires
restatement of all prior-period EPS data presented. The Company does not
believe that the adoption of SFAS No. 128 will have a material impact on its
financial statements.
8
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Dollars in Thousands, Except Per Share Data)
The following discussion should be read in conjunction with the attached
condensed consolidated financial statements and notes thereto, and with the
Company's audited financial statements and notes thereto for the year ended
December 31, 1996. The Private Securities Litigation Reform Act of 1995
provides a "safe harbor" for forward-looking statements. Certain information
included in this report is forward looking, such as information relating to
future capital expenditures, the effect of rate increases and the effects of
future regulation and competition. Such forward looking information involves
important risks and uncertainties that could significantly affect expected
results in the future differently than expressed in any forward-looking
statements made by, or on behalf of, the Company. These risks and uncertainties
include, but are not limited to, uncertainties relating to economic conditions,
government and regulatory policies, the pricing and availability of equipment,
materials, inventories and programming, technological developments and changes
in the competitive environment in which the Company operates.
Results of Operations
For the three months ended June 30, 1997, the Company had net income of $730 as
compared to $387 net income for the comparable period in 1996. The Company's
net income for the six months ended June 30, 1997 increased by $477 to $1,127
from net income of $650 for the comparable period in 1996. The increases
represent an improvement of $.07 and $0.10 per average common share for the
three and six month periods, respectively.
Sales for the three and six month periods ended June 30, 1997, increased by $347
or 8.9% and $612 or 8.0%, respectively, over the comparable periods in 1996. The
increases are primarily due to a basic rate increase in February 1997 adding
revenue of approximately $200 and $358, to the three and six month periods,
respectively. An additional 1,046 average basic subscribers per month during
the first six months of 1997 compared to the same period in 1996 generated
approximately $78 and $154, of increased basic revenues for the three and six
month periods, respectively. Also contributing to the increase was
approximately $60 and $58 in additional premium, advertising, and pay-per-view
revenues for the three and six month periods, respectively, as compared to the
same periods in 1996.
Total costs and expenses, exclusive of depreciation and amortization, for the
three and six month periods ended June 30, 1997, increased by $152 or 6.2% and
$260 or 5.3%, respectively, when compared to the same periods in 1996. The
increases for the three and six month periods were primarily the result of
higher programming costs that are directly related to additional customers, new
channels and higher programming rates from suppliers. In addition, increases in
salaries and benefits and marketing costs contributed to the increases over the
same periods in 1996.
9
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Dollars in Thousands, Except Per Share Data)
Results of Operations, continued
Depreciation and amortization expense for the three and six month periods ended
June 30, 1997, decreased $48 or 6.1% and $105 or 6.7%, respectively, compared to
the same periods in 1996. The decrease was primarily due to approximately
$3,050 of trunk and distribution equipment becoming fully depreciated in August
1996.
Interest expense for the three and six month periods ended June 30, 1997,
decreased by $15 or 5.0% and $53 or 8.6%, respectively, as compared to the same
periods in 1996. The decrease in the average outstanding bank debt between the
comparable periods was the primary reason for the decrease in interest expense.
The Company's future interest expense is subject to fluctuations in the market
rate of interest, and accordingly, there is no assurance that the Company's
current level of interest expense is indicative of future trends.
Income tax benefit for the three month period ended June 30, 1997, increased
$129 as compared to the same period in 1996 primarily resulting from a reduction
of a valuation allowance associated with the anticipated utilization of net
operating loss carryforwards.
Liquidity and Capital Resources
Cash and temporary cash investments were $2,614, at June 30, 1997, as compared
to $3,054 at December 31, 1996. The decrease in cash of $440 is primarily
attributed to payments of $1,367 on long-term debt. This decrease is offset by
cash generated by operations exceeding capital expenditures in the six month
period by $927. Net cash provided by operating activities for the six month
period ended June 30, 1997, exceeded the same period in 1996 by $843 primarily
due to an increase in operating income before depreciation and amortization of
$352 and the timing of the annual payment of $700 to a former officer under the
terms of a settlement agreement which was paid on June 30, 1996 compared to July
1, 1997.
The Company's outstanding debt at June 30, 1997, was $16,063. Additionally, the
Company has an unused 364-day revolving credit facility of $2,000 at June 30,
1997. The Company was in compliance with all covenants of its Credit Agreement
at June 30, 1997.
The Company expects to be able to continue to manage its costs and increase its
revenues through the offering of new products, the expansion of its territories
and when appropriate, rate increases. In February 1997, a basic rate increase
was implemented according to the rules and regulations established by the
Federal Communications Commission (the "FCC") and is expected to provide an
additional $600 in annualized revenues based on the current level of
subscribers.
In 1995, the Company restructured both its equity and debt on terms which are
significantly less restrictive to its liquidity and operations than its prior
structure. For the foreseeable future, the Company believes its cash on hand
and cash expected to be generated from operations will be sufficient to service
its debt under its amended and restated Credit Agreement, to repay amounts owed
to a former officer under the terms of a settlement agreement, and to make the
capital expenditures necessary to remain competitive.
10
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Dollars in Thousands, Except Per Share Data)
Liquidity and Capital Resources, continued
On July 1, 1997, the Company sold its stock in Mercom of Florida, Inc., which
operates a cable system in Port St. Lucie, Florida to Adelphia Communications
Corporation for cash of $3,650. Under the terms of the Term Credit Agreement,
approximately $1,900 of the proceeds was repaid to the Company's bank. The
remaining net proceeds of approximately $1,600, net of fees and expenses, will
be used by the Company to fund a portion of its forecasted 1997 capital
expenditures. The Company continues to explore financing arrangements which
will support its long term strategic capital expenditure program.
Regulatory Matters
The Company, like other operators of cable television systems, is subject to
regulation at the federal, state and local levels. No assurances can be given
at this time that the following matters will not have a material adverse effect
on the Company's business and results of operations in the future. Also, no
assurance can be given as to what other future actions Congress, the FCC or
other regulatory authorities may take or the effects thereof on the cable
industry in general or the Company in particular.
Cable Television Consumer Protection and Competition Act
- --------------------------------------------------------
On October 5, 1992, Congress passed the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Act") which regulated certain subscriber
rates and a number of other matters in the cable industry, such as mandatory
carriage of local broadcast stations and retransmission consent, and which will
increase the administrative costs of complying with such regulations. The most
significant provision of the 1992 Act required the FCC to establish rules to
ensure that rates for basic services were reasonable for subscribers in areas
without effective competition as defined in the 1992 Act. Few municipalities
served by the Company are subject to effective competition.
Telecommunications Act of 1996
- ------------------------------
In early February 1996, Congress passed and the President signed the
Telecommunications Act of 1996 (the "1996 Act"). The new law is intended to
provide a pro-competitive, de-regulatory national policy framework designed to
accelerate rapidly private sector deployment of advanced telecommunications and
information technologies and services to all Americans by opening all
telecommunications markets to competition. The FCC has adopted regulations to
implement the requirements of the 1996 Act and the intent of Congress. With the
passage of the 1996 Act, all cable systems' rates are deregulated as effective
competition enters the franchise area, or by March 31, 1999, whichever occurs
first.
11
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Dollars in Thousands, Except Per Share Data)
Regulatory Matters, continued
Impact to Company
The rate regulation provisions of the 1992 Act have not had a materially adverse
effect on the Company's financial condition and results of operations through
June 30, 1997. Certain provisions of the 1992 Act that do not relate to rate
regulation, such as the provisions relating to retransmission consent and
customer service standards, have the effect of reducing operating margins of the
Company.
In December 1995, the Company provided all of its Michigan subscribers with a
rate increase notification under the rules and regulations established by the
FCC. The rate increase was implemented in February 1996 based primarily on a
small system rate relief order (the "Order") released by the FCC on June 5,
1995. The Order defines "small systems" as those systems with 15,000 or fewer
subscribers owned by small cable companies, those cable companies with 400,000
or fewer subscribers. Eleven complaints have been filed with the FCC relative to
the February 1996 rate increase, ten of which were community complaints. The
Company implemented its rate increase in eight of these communities using the
small system rules. The FCC has responded to three of the community complaints
and denied the Company's request for small system relief under the 1996 Act and
the Order. The Company believes it is a small operator under both the 1996 Act
and the Order and has filed Petitions for Reconsideration with the FCC relative
to these rulings. At this time, no further actions have been taken by the FCC
relative to these petitions. The Company believes it has adequately reserved
for this exposure in 1996 if the FCC denies the Petitions for Reconsideration
and has filed alternate rate justifications to support its 1996 rates.
In December 1996, the Company provided rate increase notifications to
substantially all of its Michigan subscribers. The rate increase implemented in
February 1997 was justified using the FCC's existing going forward rules. This
approach protects the Company's 1997 rates in the event the FCC denies the
Company's "small systems" Petition for Reconsideration. One complaint has been
filed with the FCC relative to the 1997 rate increase. The Company believes the
FCC's ultimate decision on the Petition for Reconsideration will not have a
material adverse effect on its results of operations or financial condition.
12
<PAGE>
Part II. Other Information
Item 5. Other Information
C-TEC recently announced a restructuring plan to separate its operations into
three publicly held companies. Under the plan, one of those companies will be
Cable Michigan, Inc., which will own all of C-TEC's Michigan cable television
operations, including its interest in the Company. The restructuring is subject
to certain conditions and there can be no assurance that any restructuring will
take place. On June 18, 1997, C-TEC received approval by the Internal Revenue
Service to form three separate, publicly held companies.
On May 12, 1997, C-TEC announced that it had proposed to acquire the 38.08% of
the common stock of the Company not currently owned by it, in exchange for 8.75%
of the common stock of CCS Michigan, a C-TEC subsidiary. In the proposed
transaction, the Company would become a wholly owned subsidiary of CCS Michigan.
In connection with receipt of the IRS ruling, C-TEC is suspending discussions
pertaining to the acquisition of the 38.08% of the common stock of the Company
not currently owned by it until after the completion of its restructuring.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
(27) Financial Data Schedule
(b). Reports on Form 8-K
No reports on Form 8-K were filed during the second quarter of 1997.
13
<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.
MERCOM, INC.
DATE: August 14, 1997 /s/ Bruce C. Godfrey
--------------------
Bruce C. Godfrey
Executive Vice President and
Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,614
<SECURITIES> 0
<RECEIVABLES> 381
<ALLOWANCES> 78
<INVENTORY> 0
<CURRENT-ASSETS> 3,036
<PP&E> 42,485
<DEPRECIATION> 28,699
<TOTAL-ASSETS> 18,759
<CURRENT-LIABILITIES> 5,014
<BONDS> 14,137
0
0
<COMMON> 4,787
<OTHER-SE> (6,579)
<TOTAL-LIABILITY-AND-EQUITY> 18,759
<SALES> 0
<TOTAL-REVENUES> 8,296
<CGS> 0
<TOTAL-COSTS> 4,465
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 65
<INTEREST-EXPENSE> 567
<INCOME-PRETAX> 1,146
<INCOME-TAX> 19
<INCOME-CONTINUING> 1,127
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,127
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
