0000083402-13-000027.txt : 20130507 0000083402-13-000027.hdr.sgml : 20130507 20130506185906 ACCESSION NUMBER: 0000083402-13-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130507 DATE AS OF CHANGE: 20130506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA, INC. CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04408 FILM NUMBER: 13817528 BUSINESS ADDRESS: STREET 1: ONE CRESCENT DRIVE, SUITE 203 STREET 2: NAVY YARD CORPORATE CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-546-5005 MAIL ADDRESS: STREET 1: ONE CRESCENT DRIVE, SUITE 203 STREET 2: NAVY YARD CORPORATE CENTER CITY: PHILADELPHIA STATE: PA ZIP: 19112 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA INC DATE OF NAME CHANGE: 20061214 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA LLC DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE AMERICA INC DATE OF NAME CHANGE: 19920703 8-K 1 rexi8k033113results.htm 8-K REXI8K033113Results




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2013
Resource America, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
0-4408
 
72-0654145
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
of Incorporation)
 
File Number)
 
Identification No.)
 
 
 
 
 
One Crescent Drive, Suite 203,
Navy Yard Corporate Center
Philadelphia, PA
 
 
 
19112
(Address of Principal Executive Offices)
 
 
 
(Zip Code)

Registrant's telephone number, including area code: 215-546-5005

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02     Results of Operations and Financial Condition

On May 6, 2013, Resource America, Inc. issued a press release regarding its operating results for the three and six months ended March 31, 2013. A copy of this press release is furnished with this report as an exhibit. The information in this report, including the exhibit hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01     Financial Statements and Exhibits
 
(d)
 
The exhibit furnished as part of this report is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.

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 hereunto duly authorized.
 
 
Resource America, Inc.
 
 
 
 
Date: May 6, 2013
 
By:
/s/ Thomas C. Elliott
 
 
 
Thomas C. Elliott
 
 
 
Senior Vice President and Chief Financial Officer




Exhibit Index
Exhibit No.
 
Description
 
Ex 99.1
 
Press Release
 






 EX-99.1 2 rexi033113pr.htm EXHIBIT PRESS RELASE REXI033113PR


Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACT:
THOMAS C. ELLIOTT
 
 
CHIEF FINANCIAL OFFICER
 
 
RESOURCE AMERICA, INC.
 
 
ONE CRESCENT DRIVE, SUITE 203
 
 
PHILADELPHIA, PA 19112
 
 
(215) 546-5005; (215) 640-6357 (fax)
 
RESOURCE AMERICA, INC.
REPORTS OPERATING RESULTS
FOR THE SECOND FISCAL QUARTER ENDED MARCH 31, 2013

Philadelphia, PA, May 6, 2013 - Resource America, Inc. (NASDAQ: REXI) (the "Company”) reported adjusted income from continuing operations attributable to common shareholders, net of tax, a non-GAAP measure, of $3.2 million, or $0.14 per common share-diluted, and $1.1 million, or $0.05 per common share-diluted, for the second fiscal quarter and six months ended March 31, 2013 as compared to adjusted income from continuing operations attributable to common shareholders, net of tax, of $478,000, or $0.02 per common share-diluted, for the second fiscal quarter ended March 31, 2012 and an adjusted loss attributable to common shareholders, net of tax, of $2.2 million, or $0.11 per common share-diluted for the six months ended March 31, 2012. A reconciliation of the Company's reported GAAP income (loss) from continuing operations before taxes to adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, a non-GAAP measure, is included as Schedule I to this release.

The Company reported GAAP net income attributable to common shareholders of $744,000, or $0.03 per common share-diluted, and a net loss attributable to common shareholders of $703,000, or $0.03 per common share-diluted, for the second fiscal quarter and six months ended March 31, 2013 as compared to a GAAP net loss attributable to common shareholders of $2.3 million, or $0.12 per common share-diluted, and $2.1 million, or $0.11 per common share-diluted, for the second fiscal quarter and six months ended March 31, 2012.

Jonathan Cohen, CEO and President, commented, “The continued growth in assets under management to over $15.3 billion is driving our business and profitability.  We raised approximately $100 million of equity for our real estate REITs in this fiscal quarter. We expect this number to be much higher for the quarter ending June 30, 2013.  In addition, CVC Credit Partners, LP, our JV with CVC Capital, is starting to grow both in the United States and Europe with numerous product offerings starting to raise capital.”
Assets Under Management
The following table details the Company's assets under management by operating segment, which increased by $2.3 billion (18%) from March 31, 2012 to March 31, 2013:
 
March 31,
 
March 31,
 
2013
 
2012
Financial fund management
$
13.0

 
billion
 
$
10.9

 
billion
Real estate
1.8

 
billion
 
1.6

 
billion
Commercial finance
0.5

 
billion
 
0.5

 
billion
 
$
15.3

 
billion
 
$
13.0

 
billion
A description of how the Company calculates assets under management is set forth in Item 1 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2012.




Highlights for the Second Fiscal Quarter Ended March 31, 2013 and Recent Developments
REAL ESTATE:
•
Fundraising:
•
Resource Real Estate Opportunity REIT, Inc. (“RRE Opportunity REIT”) raised a record $20.9 million and $53.5 million during the month and second fiscal quarter ended March 31, 2013. Subsequent to the quarter end, RRE Opportunity REIT raised an additional $25.5 million in total equity capital for the month ended April 30, 2013.
•
Resource Capital Corp. (“RSO”) raised $45.2 million of equity capital during the second fiscal quarter ended March 31, 2013. Subsequent to the quarter end, RSO raised an additional $119.6 million in equity capital, including $114.5 million, after underwriting discounts and expenses, in connection with the April 2013 public offering of 18.7 million shares of its common stock at a price of $6.33 per share.
•
Second Fiscal Quarter Resource Real Estate (“RRE”) Activity:
•
In January 2013, in connection with the sale of our interest in a property managed on behalf of an institutional real estate joint venture partner, the Company received $3.0 million in proceeds and management fees, including the recognition of a $1.6 million gain.
•
During the quarter ended March, 31 2013, on behalf of RRE Opportunity REIT, RRE acquired three multifamily rental apartment properties totaling $18.6 million located in Lexington, KY, Houston, TX and Hermantown, MN.
•
Property Management: Resource Real Estate Management, Inc., the Company's property management subsidiary, increased the apartment units it manages to 18,997 units (at 65 properties) as of March 31, 2013 from 16,513 units (at 59 properties) as of March 31, 2012.
•
Launch of Diversified Income Fund. RRE launched a new fund, Resource Real Estate Diversified Income Fund, or RREDX, which is a publicly-registered, diversified, closed-end management investment company offered through the independent broker-dealer network. Its focus will be to invest at least 80% in real estate and real estate related industry securities, primarily in income producing equity and debt securities.
•
Increased Assets Under Management: The Company's real estate operating segment increased its assets under management at March 31, 2013 to $1.8 billion, an increase of $189.0 million, or 12%, from March 31, 2012.
•
Increased Revenues: Real estate revenues increased 17% and 33%, respectively, to $11.3 million and $24.5 million for the second fiscal quarter and six months ended March 31, 2013 as compared to $9.7 million and $18.4 million for the second fiscal quarter and six months ended March 31, 2012.
FINANCIAL FUND MANAGEMENT:
•
New Collateralized Loan Obligations (“CLOs”): In January 2013, CVC Credit Partners, L.P. ("CCP"), the Company's global joint venture with CVC Capital Partners SICAV-FIS, S.A. ("CVC"), closed Apidos CLO XI (par value $400.0 million). In April 2013, CCP closed Apidos CLO XII (par value $523.0 million). In connection with these CLOs, CCP expects to receive approximately $4.3 million annually in asset management fees in the future.
•
Increased Assets Under Management: The Company's financial fund management operating segment increased its assets under management at March 31, 2013 to $13.0 billion, an increase of $2.1 billion, or 20%, from March 31, 2012.
CORPORATE/OTHER:
•
Dividends: The Company's Board of Directors authorized the payment on April 30, 2013 of a $0.03 cash dividend per share on the Company's common stock to holders of record as of the close of business on April 19, 2013. RSO declared a cash dividend of $0.20 per common share for its first fiscal quarter ended March 31, 2013.
Resource America, Inc. is a specialized asset management company that uses industry specific expertise to evaluate, originate, service and manage investment opportunities for its own account and for outside investors in the real estate, financial fund management and commercial finance sectors as well as our joint ventures.
For more information, please visit our website at www.resourceamerica.com or contact investor relations at pkamdar@resourceamerica.com.




Statements made in this release include forward-looking statements, which involve substantial risks and uncertainties. The Company's actual results, performance or achievements could differ materially from those expressed or implied in this release and its other reports filed with the Securities and Exchange Commission. For information pertaining to risks relating to these forward-looking statements, reference is made to the section “Risk Factors” contained in Item 1A of the Company's Annual Report on Form 10-K and in other of its public filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect new or changing information or events except as may be required by law.
A registration statement relating to securities offered by RRE Opportunity REIT was declared effective by the SEC on June 16, 2010.  A written prospectus relating to these securities may be obtained by contacting Resource Securities, Inc., 2005 Market Street, 15th Floor, Philadelphia, PA 19103.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The remainder of this release contains the Company's unaudited consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows and reconciliation of GAAP income (loss) from continuing operations before taxes to adjusted income (loss) from continuing operations attributable to common shareholders, net of tax.




RESOURCE AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

 
March 31,
2013
 
September 30,
2012
 
(unaudited)
 
 
ASSETS
 
 
 
Cash
$
15,372

 
$
19,393

Restricted cash
544

 
642

Receivables
403

 
3,554

Receivables from managed entities and related parties, net
32,328

 
41,051

Investments in real estate, net
17,103

 
19,149

Investment securities, at fair value
28,207

 
22,532

Investments in unconsolidated loan manager
37,803

 
36,356

Investments in unconsolidated entities
13,395

 
12,993

Property and equipment, net
2,446

 
2,732

Deferred tax assets, net
35,359

 
34,565

Other assets
6,567

 
3,776

Total assets
$
189,527

 
$
196,743

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Liabilities:
 

 
 

Accrued expenses and other liabilities
$
18,651

 
$
23,042

Payables to managed entities and related parties
3,160

 
4,380

Borrowings
22,316

 
23,020

Total liabilities
44,127

 
50,442

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Equity:
 

 
 

Preferred stock, $1.00 par value, 1,000,000 shares authorized; none outstanding
—

 
—

Common stock, $.01 par value, 49,000,000 shares authorized; 30,082,416
and 29,866,664 shares issued (including nonvested restricted stock of 437,661
and 403,195), respectively
296

 
294

Additional paid-in capital
286,340

 
285,844

Accumulated deficit
(26,983
)
 
(24,508
)
Treasury stock, at cost; 9,915,167 and 9,756,955 shares, respectively
(103,446
)
 
(102,457
)
Accumulated other comprehensive loss
(11,044
)
 
(13,080
)
Total stockholders’ equity
145,163

 
146,093

Noncontrolling interests
237

 
208

Total equity
145,400

 
146,301

 
$
189,527

 
$
196,743







RESOURCE AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2013
 
2012
 
2013
 
2012
REVENUES:
 
 
 
 
 
 
 
Real estate
$
11,340

 
$
9,716

 
$
24,494

 
$
18,382

Financial fund management
4,287

 
6,304

 
6,962

 
12,883

Commercial finance
(178
)
 
(1,240
)
 
(302
)
 
2,179

 
15,449

 
14,780

 
31,154

 
33,444

COSTS AND EXPENSES:
 

 
 

 
 
 
 
Real estate
9,440

 
7,407

 
17,438

 
14,599

Financial fund management
2,528

 
4,379

 
3,545

 
10,183

Commercial finance
45

 
230

 
(4
)
 
2,193

Restructuring expenses
—

 
365

 
—

 
365

General and administrative
2,157

 
2,467

 
4,413

 
5,363

Gain on sale of leases and loans
—

 
—

 
—

 
(37
)
Provision for credit losses
338

 
2,962

 
5,490

 
5,212

Depreciation and amortization
416

 
535

 
908

 
2,596

 
14,924

 
18,345

 
31,790

 
40,474

OPERATING INCOME (LOSS)
525

 
(3,565
)
 
(636
)
 
(7,030
)
 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE):
 

 
 

 
 
 
 
Gain on deconsolidation and sale of subsidiaries
—

 
—

 
—

 
8,749

Loss on extinguishment of debt
—

 
—

 
—

 
(2,190
)
Gain on sale of investment securities, net
—

 
5

 
—

 
63

Other-than-temporary impairment on investments
(214
)
 
(74
)
 
(214
)
 
(74
)
Interest expense
(494
)
 
(645
)
 
(1,016
)
 
(3,619
)
Other income, net
740

 
625

 
1,328

 
1,184

 
32

 
(89
)
 
98

 
4,113

Income (loss) from continuing operations before taxes
557

 
(3,654
)
 
(538
)
 
(2,917
)
Income tax benefit
(146
)
 
(1,323
)
 
(387
)
 
(1,169
)
Income (loss) from continuing operations
703

 
(2,331
)
 
(151
)
 
(1,748
)
Loss from discontinued operations, net of tax
(2
)
 
(16
)
 
(8
)
 
(36
)
Net income (loss)
701

 
(2,347
)
 
(159
)
 
(1,784
)
Add: net loss (income) attributable to noncontrolling interests
43

 
39

 
(544
)
 
(339
)
Net income (loss) attributable to common shareholders
$
744

 
$
(2,308
)
 
$
(703
)
 
$
(2,123
)
 
 
 
 
 
 
 
 
Amounts attributable to common shareholders:
 

 
 

 
 
 
 
Income (loss) from continuing operations
$
746

 
$
(2,292
)
 
$
(695
)
 
$
(2,087
)
Discontinued operations
(2
)
 
(16
)
 
(8
)
 
(36
)
Net income (loss)
$
744

 
$
(2,308
)
 
$
(703
)
 
$
(2,123
)
 
 
 
 
 
 
 
 
Basic earnings (loss) per share:
 

 
 

 
 
 
 
Continuing operations
$
0.04

 
$
(0.12
)
 
$
(0.03
)
 
$
(0.11
)
Discontinued operations
—

 
—

 
—

 
—

Net income (loss)
$
0.04

 
$
(0.12
)
 
$
(0.03
)
 
$
(0.11
)
Weighted average shares outstanding
20,124

 
19,437

 
20,100

 
19,575

 
 
 
 
 
 
 
 
Diluted earnings (loss) per share:
 

 
 

 
 
 
 
Continuing operations
$
0.03

 
$
(0.12
)
 
$
(0.03
)
 
$
(0.11
)
Discontinued operations
—

 
—

 
—

 
—

Net income (loss)
$
0.03

 
$
(0.12
)
 
$
(0.03
)
 
$
(0.11
)
Weighted average shares outstanding
21,815

 
19,437

 
20,100

 
19,575





RESOURCE AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Six Months Ended
 
March 31,
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(159
)
 
$
(1,784
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 

 
 

Depreciation and amortization
1,006

 
3,693

Provision for credit losses
5,490

 
5,212

Other-than-temporary impairment on investments
214

 
74

Unrealized gain on trading securities
(909
)
 
—

Equity in earnings of unconsolidated entities
(2,462
)
 
(228
)
Distributions from unconsolidated entities
1,727

 
2,021

Gain on sale of leases and loans
—

 
(37
)
Gain on sale of investment securities, net
(824
)
 
(63
)
Gain on sale of assets
(2,437
)
 
—

Gain on sale and deconsolidation of subsidiaries
—

 
(8,749
)
Loss on extinguishment of debt
—

 
2,190

Deferred income tax benefit
(387
)
 
(1,169
)
Equity-based compensation issued
498

 
817

Equity-based compensation received
(860
)
 
(164
)
Trading securities purchases and sales, net
1,003

 
—

Loss from discontinued operations
8

 
36

Changes in operating assets and liabilities
(501
)
 
(4,296
)
Net cash provided by (used in) operating activities
1,407

 
(2,447
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Capital expenditures
(251
)
 
(95
)
Payments received on real estate loans and real estate
2,761

 
1,550

Investments in real estate and unconsolidated real estate entities
(1,521
)
 
(503
)
Purchase of commercial finance assets
—

 
(18,483
)
Principal payments received on leases and loans
—

 
9,037

Cash divested on deconsolidation of LEAF
—

 
(2,284
)
Purchase of investments
(2,849
)
 
(736
)
Proceeds from sale of loans and investments
—

 
277

Net cash used in investing activities
(1,860
)
 
(11,237
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Increase in borrowings
2,000

 
128,845

Principal payments on borrowings
(2,340
)
 
(123,924
)
Dividends paid
(1,182
)
 
(1,135
)
Repurchase of common stock
(1,132
)
 
(955
)
Preferred stock dividends paid by LEAF to RSO
—

 
(188
)
Decrease (increase) in restricted cash
98

 
(652
)
Other
(150
)
 
(2,275
)
Net cash used in financing activities
(2,706
)
 
(284
)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
 

 
 

Operating activities
(862
)
 
(569
)
Net cash used in discontinued operations
(862
)
 
(569
)
 
 
 
 
Decrease in cash
(4,021
)
 
(14,537
)
Cash, beginning of year
19,393

 
24,455

Cash, end of period
$
15,372

 
$
9,918






Schedule I

RECONCILIATION OF GAAP INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE TAXES TO ADJUSTED INCOME (LOSS) FROM
CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREHOLDERS, NET OF TAX (1) 
(in thousands, except per share data)
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
 
March 31,
 
March 31,
 
 
2013
 
2012
 
2013
 
2012
Income (loss) from continuing operations before taxes - GAAP
 
$
557

 
$
(3,654
)
 
$
(538
)
 
$
(2,917
)
Loss (income) attributable to noncontrolling interests - pre-tax
 
43

 
39

 
(822
)
 
(210
)
Income (loss) from continuing operations attributable to
common shareholders - pre-tax
 
600

 
(3,615
)
 
(1,360
)
 
(3,127
)
 
 
 
 
 
 
 
 
 
Commercial finance adjustments, pre-tax:
 
 
 
 
 
 
 
 
   Loss (income) from operations
 
3,077

 
4,365

 
7,658

 
(484
)
    Noncontrolling interests
 
—

 
—

 
—

 
223

    Commercial finance operations
 
3,077

 
4,365

 
7,658

 
(261
)
 
 
 
 
 
 
 
 
 
Adjusted income (loss) from continuing operations attributable to
common shareholders - pre-tax
 
3,677

 
750

 
6,298

 
(3,388
)
Income tax provision (benefit) (2)
 
521

 
272

 
5,174

 
(1,219
)
Adjusted income (loss) from continuing operations attributable to
common shareholders, net of tax
 
$
3,156

 
$
478

 
$
1,124

 
$
(2,169
)
 
 
 
 
 
 
 
 
 
Adjusted weighted average diluted shares outstanding (3)
 
21,815

 
20,355

 
21,506

 
19,575

 
 
 
 
 
 
 
 
 
Adjusted income (loss) from continuing operations attributable
to common shareholders, net of tax, per common per share-diluted
 
$
0.14

 
$
0.02

 
$
0.05

 
$
(0.11
)
 
1.
Adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, presents the Company's operations without the effect of its commercial finance operations. The Company believes that this provides useful information to investors since it allows investors to evaluate the Company's progress in both its real estate and financial fund management segments for the three and six months ended March 31, 2013 and 2012 separately from its commercial finance operations. Adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, should not be considered as an alternative to income (loss) from continuing operations before taxes (computed in accordance with GAAP). Instead, adjusted income (loss) from continuing operations attributable to common shareholders, net of tax, should be reviewed in connection with income (loss) from continuing operations before taxes in the Company's consolidated financial statements, to help analyze how the Company's business is performing.
2.
Income tax provision (benefit) is calculated using the Company's tax rate for the period, excluding one-time tax adjustments.
3.
Dilutive shares used in the calculation of adjusted income from continuing operations attributable to common shareholders per common share-diluted includes an additional 1.4 million shares for the six months ended March 31, 2013 and 918,000 for the three months ended March 31, 2012, which were antidilutive for the period and, as such, were not used in the calculation of GAAP loss from continuing operations attributable to common shareholders per common share-diluted.