-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ICe3FRQ041NhIj6jG7PpVBqja5dlguIlMu2b/YJRQlDWWR1mji5FrIJdd61aUdIS ieMaxHZF+w1axLPOgu+4oA== 0000016099-94-000013.txt : 19940713 0000016099-94-000013.hdr.sgml : 19940713 ACCESSION NUMBER: 0000016099-94-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940531 FILED AS OF DATE: 19940712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS CAFETERIAS INC CENTRAL INDEX KEY: 0000016099 STANDARD INDUSTRIAL CLASSIFICATION: 5812 IRS NUMBER: 741335253 STATE OF INCORPORATION: TX FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08308 FILM NUMBER: 94538507 BUSINESS ADDRESS: STREET 1: 2211 NE LOOP 410 STREET 2: P O BOX 33069 CITY: SAN ANTONIO STATE: TX ZIP: 78265-3069 BUSINESS PHONE: 2106549000 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 10-Q 1 TEXT OF 5-94 10Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 1994 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: 1-8308 LUBY'S CAFETERIAS, INC. _____________________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 74-1335253 __________________________________ ______________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2211 Northeast Loop 410, P. O. Box 33069 San Antonio, Texas 78265-3069 _______________________________________________________________________________ (Address of principal executive offices) (Zip Code) 210/654-9000 _______________________________________________________________________________ (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 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, as of the latest practicable date. Common Stock: 25,448,132 shares outstanding as of May 31, 1994 (exclusive of 1,954,935 treasury shares) Part I - FINANCIAL INFORMATION Item 1. Financial Statements. LUBY'S CAFETERIAS, INC. STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Nine Months Ended May 31, May 31, 1994 1993 1994 1993 ______ ______ ______ ______ (Amounts in thousands except per share data) Sales $101,060 $94,791 $288,945 $271,685 Costs and expenses: Cost of food 25,404 24,315 72,917 68,914 Payroll and related costs 25,986 25,110 77,346 73,718 Occupancy and other operating expenses 29,161 26,732 83,888 77,725 General and administrative expenses 4,179 3,630 11,552 11,847 _______ _______ _______ _______ 84,730 79,787 245,703 232,204 _______ _______ _______ _______ Income from operations 16,330 15,004 43,242 39,481 Other income, net 302 403 915 1,101 _______ _______ _______ _______ Income before income taxes and cumulative effect of change in accounting for income taxes 16,632 15,407 44,157 40,582 Provision for income taxes (Note 2) 6,246 5,700 16,585 15,015 _______ _______ _______ _______ Income before cumulative effect of accounting change 10,386 9,707 27,572 25,567 Cumulative effect as of August 31, 1993 of change in method of accounting for income taxes (Note 2) --- --- 1,563 --- _______ _______ _______ _______ Net income $ 10,386 $ 9,707 $ 29,135 $ 25,567 _______ _______ _______ _______ Earnings per share: Income before cumulative effect of accounting change $.40 $.36 $1.05 $.94 Cumulative effect of accounting change --- --- .06 --- _______ _______ _______ _______ Net income per share $.40 $.36 $1.11 $.94 _______ _______ _______ _______ Cash dividends per share $.15 $.135 $.45 $.405 _______ _______ _______ _______ Average number of shares outstanding 25,652 27,239 26,204 27,182 See accompanying notes.
Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONDENSED BALANCE SHEETS (UNAUDITED)
May 31, August 31, 1994 1993 ________ __________ (Thousands of dollars) ASSETS Current assets: Cash and cash equivalents $ 6,038 $ 34,305 Trade accounts and other receivables 618 602 Inventories 3,476 3,426 Prepaid expenses 3,208 2,467 Deferred income taxes 199 3,018 _______ _______ Total current assets 13,539 43,818 Investments and other assets - at cost 14,105 13,495 Property, plant and equipment - at cost, net 250,863 244,786 _______ _______ $278,507 $302,099 _______ _______ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings (Note 3) $ 10,000 $ --- Accounts payable - trade 8,372 9,688 Dividends payable 3,817 4,084 Accrued expenses and other liabilities 19,393 26,759 Income taxes payable 2,429 2,793 _______ _______ Total current liabilities 44,011 43,324 Deferred income taxes and other credits 19,332 19,827 Shareholders' equity: Common stock 8,769 8,769 Paid-in capital 26,945 27,037 Retained earnings 222,965 206,214 Less cost of treasury stock (43,515) (3,072) _______ _______ Total shareholders' equity 215,164 238,948 _______ _______ $278,507 $302,099 _______ _______ See accompanying notes.
Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended May 31, 1994 1993 _______ ________ (Thousands of dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $29,135 $25,567 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,699 11,545 Cumulative effect of accounting change (1,563) --- Decrease in accrued expenses and other liabilities (7,366) (926) Other 674 (1,813) _______ _______ Net cash provided by operating activities 32,579 34,373 _______ _______ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of land held for future use 270 --- Purchases of land held for future use (2,646) (455) Purchases of property, plant and equipment (15,842) (12,203) _______ _______ Net cash used in investing activities (18,218) (12,658) _______ _______ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under employee benefit plans 2,505 1,696 Net proceeds from short-term borrowings 10,000 --- Principal payments of long-term debt --- (1,847) Purchases of treasury stock (43,218) --- Dividends paid (11,915) (11,004) _______ _______ Net cash used in financing activities (42,628) (11,155) _______ _______ Net increase (decrease) in cash and cash equivalents (28,267) 10,560 Cash and cash equivalents at beginning of period 34,305 12,294 _______ _______ Cash and cash equivalents at end of period $ 6,038 $22,854 _______ _______ See accompanying notes.
Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. STATEMENTS OF SHAREHOLDERS' EQUITY For the Nine Months Ended May 31, 1994 and 1993 (UNAUDITED)
Total Common Stock Paid-in Retained Shareholders' Issued Treasury Capital Earnings Equity ______ ________ _______ ________ ____________ (Thousands of dollars) Balance at August 31, 1992 $8,769 $(4,252) $26,945 $185,789 $217,251 Net income for the period --- --- --- 25,567 25,567 Common stock issued under employee benefit plans, net of shares tendered in partial payment --- 1,576 121 (2) 1,695 Cash dividends --- --- --- (11,017) (11,017) _______ _______ _______ _______ _______ Balance at May 31, 1993 $8,769 $(2,676) $27,066 $200,337 $233,496 _______ _______ _______ _______ _______ Balance at August 31, 1993 $8,769 $(3,072) $27,037 $206,214 $238,948 Net income for the period --- --- --- 29,135 29,135 Common stock issued under employee benefit plans, net of shares tendered in partial payment --- 3,333 (92) (736) 2,505 Cash dividends --- --- --- (11,648) (11,648) Purchases of treasury stock --- (43,776) --- --- (43,776) _______ _______ _______ _______ _______ Balance at May 31, 1994 $8,769 $(43,515) $26,945 $222,965 $215,164 _______ _______ _______ _______ _______ See accompanying notes.
Part I - FINANCIAL INFORMATION (continued) Item 1. Financial Statements (continued). LUBY'S CAFETERIAS, INC. NOTES TO FINANCIAL STATEMENTS May 31, 1994 (UNAUDITED) Note 1: All adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods have been made. All such adjustments are of a normal recurring nature. The results for the interim period are not necessarily indicative of the results to be expected for the full year. Note 2: Effective September 1, 1993, the Company adopted FASB Statement No. 109,"Accounting for Income Taxes." Under Statement 109, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities ("temporary differences") and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Prior to the adoption of Statement 109, income tax expense was determined using the deferred method. Deferred tax expense was based on items of income and expense that were reported in different years in the financial statements and tax returns and were measured at the tax rate in effect in the year the difference originated. As permitted by Statement 109, the Company has elected not to restate the financial statements of any prior years. The effect of the change on pretax income from continuing operations for the nine month periods ended May 31, 1994 and 1993, was not material; however, the cumulative effect of the change increased net income by $1,563,000, or $.06 per share. The tax effect of temporary differences results in deferred income tax assets and liabilities as follows: May 31, 1994 Assets Liabilities ______ ___________ (Thousands of dollars) Workers' compensation insurance $ 199 $ - Amortization of capitalized interest - 552 Depreciation and amortization - 16,995 Deferred compensation 968 - Other - 209 ______ _______ $1,167 $17,756 ______ _______ The above amounts aggregate to a current deferred tax asset of $199,000 and to a noncurrent deferred tax liability of $16,788,000 at May 31, 1994. Note 3: During May 1994, the Company borrowed $10,000,000 under a $30,000,000 line of credit agreement which expires in January 1995. The current borrowings bear interest at 4.81% and mature on June 16, 1994. Part I - FINANCIAL INFORMATION (continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources _______________________________ Cash and cash equivalents decreased by $28,267,000 from the end of the preceding fiscal year to May 31, 1994. All capital expenditures for fiscal 1994 are being funded from cash flows from operations, cash equivalents and short-term borrowings. Capital expenditures for the nine months ended May 31, 1994, were $18,488,000. As of May 31, 1994, the Company owned 18 undeveloped land sites and two land sites on which cafeterias are under construction. During the nine months ended May 31, 1994, the Company purchased 1,936,800 shares of its common stock at a cost of $43,776,000, which are being held as treasury stock. To complete this purchase and fund capital expenditures, the Company required external financing and borrowed funds under a $30,000,000 line of credit agreement. At May 31, 1994, the amount outstanding under this line of credit was $10,000,000. Results of Operations _____________________ Quarter ended May 31, 1994 compared to the quarter ended May 31, 1993. ______________________________________________________________________ Sales increased $6,269,000, or 6.6%, due to the addition of five new cafeterias in fiscal 1994 and six in fiscal 1993, and due to an increase in average sales volume at cafeterias opened over one year. Cost of food increased $1,089,000, or 4.5%, due primarily to the increase in sales. The percentage increase is lower than the percentage increase in sales since food costs for the quarter ended May 31, 1993, included higher costs for poultry, red meats and produce. Payroll and related costs increased $876,000, or 3.5%, due primarily to the increase in sales. As a percentage of sales, payroll and related costs declined due to lower workers' compensation costs from continued favorable trends in claims experience and due to increased average sales volume at cafeterias opened over one year. Occupancy and other operating expenses increased $2,429,000, or 9.1%, due primarily to the increase in sales, higher advertising expenditures, and higher managers' salaries, which are based on the profitability of the cafeterias. General and administrative expenses increased $549,000, or 15.1%, due primarily to higher costs under employee benefit plans which are based on the earnings growth of the Company. The provision for income taxes increased $546,000, or 9.6%, due primarily to the increase in operating income. The effective income tax rate increased from 37% to 37.6% due primarily to the increase in federal income tax rates effective January 1, 1993. Nine months ended May 31, 1994 compared to the nine months ended May 31, 1993. ______________________________________________________________________________ Sales increased $17,260,000, or 6.4%, due primarily to the addition of five new cafeterias in fiscal 1994 and six in fiscal 1993, and due to an increase in average sales volume at cafeterias opened over one year. Cost of food increased $4,003,000, or 5.8%, due primarily to the increase in sales. Payroll and related costs increased $3,628,000, or 4.9%, due primarily to the increase in sales, and were partially offset by lower costs of workers' compensation insurance. Occupancy and other operating expenses increased $6,163,000, or 7.9%, due primarily to the increase in sales, higher advertising expenditures and higher managers' salaries, which are based on the profitability of the cafeterias. General and administrative expenses decreased $295,000, or 2.5%, due primarily to the lower Company contribution to the profit sharing and retirement plan as determined by the plan's provisions. In addition, the nine months ended May 31, 1993, included costs for the settlement of litigation. These declines in general and administrative expenses were partially offset by higher costs under employee benefit plans which are based on the earnings growth of the Company. The provision for income taxes increased $1,570,000, or 10.5%, due primarily to the increase in operating income. The effective income tax rate increased from 37% to 37.6% due primarily to the increase in federal income tax rates effective January 1, 1993. Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits ________ 2 Agreement and Plan of Merger dated November 1, 1991, between Luby's Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(a) Form of certificate representing shares of common stock of Luby's Cafeterias, Inc. (filed as Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(b) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc., in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No. 1-8308, and incorporated herein by reference). 4(c) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(d) Promissory Note (Loan Agreement) dated January 31, 1994, in favor of NationsBank of Texas, N.A., in the maximum amount of $30,000,000 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1994, and incorporated herein by reference). 10(a) Form of Deferred Compensation Agreement entered into between Luby's Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1981, and incorporated herein by reference). 10(b) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(c) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(d) Employee Stock Option Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 12, 1984 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference). 10(e) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 12, 1984 (filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference). 10(f) Employment Contract dated January 8, 1988, between Luby's Cafeterias, Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated herein by reference). 10(g) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as Exhibit 10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989, and incorporated herein by reference). 11 Statement re computation of per share earnings. (b) Reports on Form 8-K No reports on Form 8-K have been filed during the quarter for which this report is filed. 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. LUBY'S CAFETERIAS, INC. (Registrant) By: Ralph Erben _________________________ Ralph Erben President Chief Executive Officer By: John E. Curtis, Jr. _________________________ John E. Curtis, Jr. Senior Vice President Chief Financial Officer Dated: July 12, 1994 EXHIBIT INDEX Number Document ______ ________ 2 Agreement and Plan of Merger dated November 1, 1991, between Luby's Cafeterias, Inc., a Texas corporation, and Luby's Cafeterias, Inc., a Delaware corporation (filed as Exhibit 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(a) Form of certificate representing shares of common stock of Luby's Cafeterias, Inc. (filed as Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(b) Description of Common Stock Purchase Rights of Luby's Cafeterias, Inc. in Form 8-A (filed April 17, 1991, effective April 26, 1991, File No. 1-8308, and incorporated herein by reference). 4(c) Amendment No. 1 dated December 19, 1991, to Rights Agreement dated April 16, 1991 (filed as Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1991, and incorporated herein by reference). 4(d) Promissory Note (Loan Agreement) dated January 31, 1994, in favor of NationsBank of Texas, N.A., in the maximum amount of $30,000,000 (filed as Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1994, and incorporated herein by reference). 10(a) Form of Deferred Compensation Agreement entered into between Luby's Cafeterias, Inc. and various officers (filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1981, and incorporated herein by reference). 10(b) Annual Incentive Plan for Area Vice Presidents of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(c) Incentive Bonus Plan of Luby's Cafeterias, Inc. adopted October 19, 1983 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1983, and incorporated herein by reference). 10(d) Employee Stock Option Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 12, 1984 (filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference). 10(e) Performance Unit Plan of Luby's Cafeterias, Inc. approved by the shareholders on January 12, 1984 (filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1984, and incorporated herein by reference). 10(f) Employment Contract dated January 8, 1988, between Luby's Cafeterias, Inc. and George H. Wenglein (filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988, and incorporated herein by reference). 10(g) Management Incentive Stock Plan of Luby's Cafeterias, Inc. (filed as Exhibit 10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989, and incorporated herein by reference). 11 Statement re computation of per share earnings. EX-11 2 EXHIBIT 11 5-94 Exhibit 11 COMPUTATION OF PER SHARE EARNINGS The following is a computation of the weighted average number of shares outstanding which is used in the computation of per share earnings for Luby's Cafeterias, Inc. for the three and nine months ended May 31, 1994 and 1993. Three months ended May 31, 1994: 25,813,627 x shares outstanding for 17 days 438,831,659 25,768,465 x shares outstanding for 14 days 360,758,510 25,679,895 x shares outstanding for 19 days 487,918,005 25,588,896 x shares outstanding for 14 days 358,244,544 25,543,726 x shares outstanding for 16 days 408,699,616 25,462,707 x shares outstanding for 12 days 305,552,484 _____________ 2,360,004,818 92 _____________ 25,652,226 Nine months ended May 31, 1994: 27,227,108 x shares outstanding for 1 day 27,227,108 27,214,570 x shares outstanding for 15 days 408,218,550 27,145,448 x shares outstanding for 14 days 380,036,272 27,022,276 x shares outstanding for 12 days 324,267,312 26,820,618 x shares outstanding for 19 days 509,591,742 26,420,208 x shares outstanding for 11 days 290,622,288 26,388,690 x shares outstanding for 21 days 554,162,490 26,389,190 x shares outstanding for 10 days 263,891,900 26,314,582 x shares outstanding for 19 days 499,977,058 26,077,694 x shares outstanding for 16 days 417,243,104 26,066,151 x shares outstanding for 15 days 390,992,265 26,054,664 x shares outstanding for 14 days 364,765,296 25,907,814 x shares outstanding for 14 days 362,709,396 25,813,627 x shares outstanding for 17 days 438,831,659 25,768,465 x shares outstanding for 14 days 360,758,510 25,679,895 x shares outstanding for 19 days 487,918,005 25,588,896 x shares outstanding for 14 days 358,244,544 25,543,726 x shares outstanding for 16 days 408,699,616 25,462,707 x shares outstanding for 12 days 305,552,484 _____________ 7,153,709,599 273 _____________ 26,204,064 Three months ended May 31, 1993: 27,238,292 x shares outstanding for 30 days 817,148,760 27,238,969 x shares outstanding for 62 days 1,688,816,078 _____________ 2,505,964,838 92 _____________ 27,238,748 Nine months ended May 31, 1993: 27,133,567 x shares outstanding for 28 days 759,739,876 27,133,663 x shares outstanding for 23 days 624,074,249 27,134,265 x shares outstanding for 43 days 1,166,773,395 27,134,512 x shares outstanding for 14 days 379,883,168 27,141,134 x shares outstanding for 17 days 461,399,278 27,149,905 x shares outstanding for 25 days 678,747,625 27,179,067 x shares outstanding for 4 days 108,716,268 27,227,626 x shares outstanding for 15 days 408,414,390 27,238,292 x shares outstanding for 42 days 1,144,008,264 27,238,969 x shares outstanding for 62 days 1,688,816,078 _____________ 7,420,572,591 273 _____________ 27,181,584 -----END PRIVACY-ENHANCED MESSAGE-----